Comparison table of amendments to the articles of Association
On April 20, 2022, Shunya International Martech (Beijing) Co.Ltd(300612) marketing technology (Beijing) Co., Ltd. (hereinafter referred to as "company")
The company held the 9th meeting of the 4th board of directors and the 8th meeting of the 5th board of supervisors, and deliberated and adopted the
Proposal to amend the articles of association. According to the company law of the people's Republic of China and the securities law of the people's Republic of China
Law, guidelines for the articles of association of listed companies, Shenzhen Stock Exchange GEM Listing Rules, Shenzhen Stock Exchange
Guidelines on self discipline supervision of listed companies of the exchange No. 2 - standardized operation of companies listed on the gem and other relevant provisions, the public
The company plans to revise some provisions of the articles of association in combination with the actual situation, and the matter needs to be submitted to the company in 2021
Deliberated at the annual general meeting of shareholders in. The comparison table of amendments to the articles of association is as follows:
Serial number before revision after revision
Article 1 in order to safeguard the legitimate rights and interests of the company, shareholders and creditors and regulate the organization and behavior of the company, in accordance with the company law of the people's 1 Republic of China (hereinafter referred to as the company law) and the company law of the people's Republic of China (hereinafter referred to as the company law) The articles of association are formulated in accordance with the securities law of the people's Republic of China (hereinafter referred to as the Securities Law), the securities law of the people's Republic of China (hereinafter referred to as the Securities Law), the articles of association of the Communist Party of China (hereinafter referred to as the party constitution), the articles of association of the Communist Party of China (hereinafter referred to as the party constitution) and other relevant provisions. These articles of association are formulated in accordance with other relevant provisions.
Article 3 the company is based on Beijing Shunya International Martech (Beijing) Co.Ltd(300612) Brand Management Consulting Co., Ltd. Article 3 the company is based on Beijing Shunya International Martech (Beijing) Co.Ltd(300612) Brand Management Consulting Co., Ltd. and on the joint stock limited company established in accordance with the law. It is a joint stock 2 limited company established in accordance with the law. It is registered as a limited company in Beijing Administration for Industry and Commerce and registered with Beijing Municipal Bureau of market supervision, Obtain the business license of enterprise legal person, and obtain the business license on behalf of unified social credit. The unified social credit code is 91110 Cnfc Overseas Fisheries Co.Ltd(000798) 5463865. 91110 Cnfc Overseas Fisheries Co.Ltd(000798) 5463865。
Article 12 The term "other senior managers" as mentioned in the articles of association refers to Article 12. The term "other senior managers" as mentioned in the articles of association refers to the vice president, the Secretary of the board of directors and the chief financial officer of the company. He is the vice president, Secretary of the board of directors and chief financial officer of the company. It is required for the registration and filing of companies and 3 businesses. The CEO (president) of the company is required for the registration and filing of the company, the CEO (president) of the company is the general manager of the company, the vice president of the company is the deputy general manager of the company, the general manager of the company, the vice president of the company is the deputy general manager of the company, and the financial director of the company is the financial director of the company. The chief financial officer of the company is the person in charge of finance of the company.
Article 24 the company may reduce its registered capital. Article 24 a company may reduce its registered capital. The reduction of 4 less registered capital of the company shall be handled in accordance with the company law and other relevant provisions. And the procedures stipulated in the articles of association.
Article 25 under the following circumstances, the company may purchase its own shares in accordance with Article 25 of this law. However, 5 laws, administrative regulations, departmental rules and the articles of association are excluded from any of the following circumstances:
Purchase of shares of the company: (I) reduce the registered capital of the company;
(I) reduce the registered capital of the company; (II) merger with other companies holding shares of the company;
Serial number before revision after revision
(II) merger with other companies holding shares of the company; (III) use shares for employee stock ownership plan or equity incentive; (III) use shares for employee stock ownership plan or equity incentive; (IV) shareholders request the company to purchase their shares due to the company's merger and division made by the general meeting of shareholders (IV) shareholders disagree with the company's merger and division resolution made by the general meeting of shareholders;
Making a resolution to request the company to purchase its shares; (V) converting shares into convertible bonds issued by listed companies (V) converting shares into convertible corporate bonds issued by listed companies;
Corporate bonds that are shares; (VI) necessary for safeguarding the company's value and shareholders' rights and interests.
(VI) necessary for safeguarding the company's value and shareholders' rights and interests.
Except for the above circumstances, the company does not buy or sell its shares
Activities.
Article 26 the company may choose to purchase its own shares
One of the following methods: Article 26 the company may purchase its own shares through centralized bidding trading in the public 6 (I) stock exchange; The centralized trading method opened by the company, or the method of offering in accordance with laws, administrative regulations and Chinese (II); Other methods approved by the CSRC.
(III) other methods approved by the CSRC.
Article 32 directors, supervisors and senior managers of the company, directors, supervisors and senior managers of the company, shareholders holding more than 5% of the shares of the company, and shareholders holding more than 5% of the shares of the company, Sell the company's shares or other equity securities held by them within 6 months after buying the company's shares or other equity securities, or sell them within 6 months after buying them, or buy them again within 6 months after selling them, or buy them again within 7 months after selling them, and the income thus obtained by the directors of the company shall belong to the company, The board of directors of the company will recover its income.
However, securities companies recover their income from underwriting. However, a securities company holds more than 5% of the shares due to the purchase of after-sales surplus stocks through exclusive sale, and holds more than 5% of the shares due to after-sales surplus stocks, as well as other circumstances stipulated by the securities regulatory authority under the State Council and other circumstances stipulated by the CSRC.
Except for.
Article 43 the general meeting of shareholders is the authority of the company. According to Article 43, the general meeting of shareholders is the authority of the company and exercises the following functions and powers according to law:
(I) determine the company's business policy and investment plan; (I) determine the company's business policy and investment plan;
(II) elect and replace directors not held by employee representatives, (II) elect and replace directors and supervisors not held by employee representatives, and decide on matters related to the remuneration of directors and supervisors; Supervisors, and decide on the remuneration of directors and supervisors;
8 (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 plan and decision (V) review and approve the company's annual financial budget plan and final settlement plan; Calculation scheme;
(VI) review and approve the company's profit distribution plan and loss recovery plan (VI) review and approve the company's profit distribution plan and loss recovery plan; Loss 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;
Serial number before revision after revision
Discussion; (VIII) make resolutions on the issuance of corporate bonds;
(VIII) make resolutions on the issuance of corporate bonds; (IX) make resolutions on the merger, division, dissolution, liquidation or change of the company (IX) make resolutions on the merger, division, dissolution, liquidation or change of the company form;
Making resolutions in a more corporate 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;
Resolutions; （12） Review and approve the guarantee matters specified in Article 44; （12） Deliberating and approving the Guarantees specified in Article 43 (13) deliberating and approving the company's transactions specified in Article 45; matter;
（13） Deliberating and approving the company's transactions specified in Article 44 (14) deliberating the transactions of the company's purchase and sale of assets to finance matters; The higher of the total assets and transaction amount shall be taken as the calculation standard, (14) considering the transaction of the company's purchase and sale of assets, and taking the cumulative amount within 12 consecutive months according to the transaction type reaching the higher of the latest total assets and transaction amount as the calculation standard, and 30% of the total assets audited in phase I;
(15) review and approve the change of the purpose of the raised funds according to the transaction type and the accumulated amount within 12 consecutive months;
30% of the total assets audited in the recent period; （16） Review the equity incentive plan and employee stock ownership plan; （15） Review and approve the change of the purpose of the raised funds; （17） The annual general meeting of shareholders of the company may authorize the board of directors to decide (16) to review the equity incentive plan; (17) the annual general meeting of shareholders of the company may authorize the board of directors to make a decision of yuan and not more than 20% of the net assets at the end of the most recent year. The authorization to issue shares to specific objects with a total amount of financing not more than 300 million yuan shall expire on the convening date of the next annual general meeting of shareholders;
For shares with a net asset of RMB yuan and no more than 20% of the net assets at the end of the most recent year, the (18) review laws, administrative regulations, departmental rules or this authorization shall expire on the convening date of the next annual general meeting of shareholders; Other matters that shall be decided by the general meeting of shareholders as stipulated in the articles of association.
（18） Review laws, administrative regulations, departmental rules or this
Other matters that shall be decided by the general meeting of shareholders as stipulated in the articles of association.
Article 44 the following external guarantees of the company shall be approved by the shareholders' meeting. Article 44 the following external guarantees of the company shall be reviewed and approved by the shareholders' meeting. It was deliberated and adopted by the general assembly.
(I) the amount of a single guarantee exceeds the latest audited net assets of the company (I) the amount of a single guarantee exceeds 10% of the latest audited net assets of the company; Guarantee for 10% of assets;
(II) the total amount of external guarantees provided by the company and its holding subsidiaries, (II) the total amount of external guarantees provided by the company and its holding subsidiaries, 9 exceeding 50% of the latest audited net assets of the company, and providing any guarantee exceeding 50% of the latest audited net assets of the company; Any guarantee of;
(III) providing guarantee for the guarantee object whose asset liability ratio exceeds 70% (III) providing guarantee for the guarantee object whose asset liability ratio exceeds 70%; Guarantee;
(IV) the amount of guarantee within 12 consecutive months exceeds 50% of the company's latest audited net assets in the most recent (IV) consecutive 12 months, and the absolute amount exceeds 50% of the company's latest audited net assets in the first period, and the absolute amount exceeds 50million yuan; 10000 yuan;
Serial number before revision after revision
(V) the guaranteed amount exceeds the amount within 12 consecutive months
