Securities code: Primeton Information Technologies Inc(688118) securities abbreviation: Primeton Information Technologies Inc(688118) Announcement No.: 2022021
Primeton Information Technologies Inc(688118)
Announcement on Amending the articles of association and its annexes
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear legal responsibility for the authenticity, accuracy and integrity of its contents according to law.
Primeton Information Technologies Inc(688118) (hereinafter referred to as “the company”) held the 7th Meeting of the 4th board of directors on April 20, 2022, deliberated and adopted the proposal on Amending the articles of association and its annexes. The specific amendments are as follows:
Before and after revision
New article 12
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 23 Article 24
Under the following circumstances, the company may purchase its own shares in accordance with laws and administrative regulations, and the company shall not purchase its own shares. However, there are the following regulations, departmental rules and the articles of association, except for one of the following circumstances:
Shares in the company:
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Article 44 Article 45
The general meeting of shareholders is the authority of the company. The general meeting of shareholders is the authority of the company and exercises the following functions and powers according to law:
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Review the equity incentive plan; (XV) review the equity incentive plan, the rules of the employee stock ownership department, the normative documents of the CSRC and the Shanghai plan in accordance with laws, administrative regulations and (XV); Review the relevant provisions of the business rules of the stock exchange, and review the company’s external investment in accordance with the relevant provisions of laws, administrative regulations, departmental rules, the company’s external investment, acquisition and sale of assets, asset mortgage, normative documents of the CSRC, the external guarantee, entrusted financial management, associated transactions and other business rules of the Shanghai Stock Exchange. Acquisition and sale of assets, asset mortgage, external guarantee, entrusted financial management, related party transactions and other matters.
Article 45 Article 46
The following guarantee matters of the company shall be deliberated and approved by the board of directors. The following guarantee matters of the company shall be submitted to the general meeting of shareholders for deliberation after being deliberated and approved by the board of directors:
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(V) guarantees provided to related parties; (V) when the total amount of external guarantee of the company exceeds 30% of the total assets to be audited as stipulated in the latest (VI) Shanghai Stock Exchange or the articles of association, other guarantees approved by the general meeting of shareholders shall be provided. Any guarantee of;
… (VI) where the company provides guarantee to shareholders, actual controllers and their related parties for related parties, it shall have reasonable guarantee; The business logic of the shall be submitted to the general meeting of shareholders for deliberation after the deliberation and approval of the board of directors (VII) Shanghai Stock Exchange or the articles of association. Other guarantee situations where the company is the controlling shareholder and has been deliberated and approved by the general meeting of shareholders. If the international controller and its related parties provide guarantee, the controlling shareholder, the actual controller and its related parties shall provide counter guarantee. If the company provides guarantee for the related parties, it shall have reasonable guarantee. The business logic of shall be submitted to the general meeting of shareholders for deliberation after being deliberated and approved by the board of directors. If the company provides guarantee for the controlling shareholder, actual controller and their related parties, the controlling shareholder, actual controller and their related parties shall provide counter guarantee.
In case of violation of the authority of the general meeting of shareholders and the board of directors to examine and approve external guarantees as stipulated in the articles of association and causing losses to the company, relevant personnel shall be investigated for economic responsibility; If the circumstances are serious enough to constitute a crime, they will be handed over to the judicial organ for handling in accordance with the provisions of relevant laws.
Article 52 Article 53
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If the board of supervisors agrees to convene an extraordinary general meeting of shareholders, it shall issue a notice of convening the general meeting of shareholders within 5 days after receiving the request. If the board of supervisors agrees to convene the extraordinary general meeting of shareholders, it shall issue a notice of convening the general meeting of shareholders within 5 days after receiving the request. The change of the original proposal in the notice shall be subject to the change of the original request in the notice of relevant shares, and the consent of relevant shareholders shall be obtained. East’s consent.
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Article 53 Article 54
If the board of supervisors or shareholders decide to convene the general meeting of shareholders on their own, the board of supervisors or shareholders shall notify the board of directors in writing, notify the board of directors in writing at the CSRC, and file the case with the Shanghai Stock Exchange and the Shanghai Stock Exchange.
Case.
Before the announcement of the resolution of the general meeting of shareholders, the shareholding ratio of the convening shareholders shall not be less than 10%. For example, it shall not be less than 10%.
When issuing the notice of the general meeting of shareholders and the announcement of the resolution of the general meeting of shareholders, the convening shareholders shall submit the relevant documents to the Shanghai regulatory bureau and the Shanghai Stock Exchange when announcing the resolution of the CSRC general meeting in the place where the company is located. Relevant supporting materials.
Article 81 Article 82
The following matters shall be adopted by special resolution of the general meeting of shareholders: the following matters shall be adopted by special resolution of the general meeting of shareholders: (I) increase or decrease of the registered capital of the company; (I) the company increases or decreases its registered capital; (II) division, merger, dissolution and liquidation of the company; (II) division, division, merger, dissolution and liquidation of the company;
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Article 82 Article 83
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The shares of the company held by the company have no voting rights, and the shares of the company held by the company have no voting rights, and these shares are not included in the total number of shares with voting rights attending the general meeting of shareholders. Total number of shares.
The board of directors, independent directors and shareholders holding 1% of the voting shares of the company violate the provisions of paragraph 1 and paragraph 2 of Article 63 of the law and administrative law, The investor protection institution established in accordance with the provisions of the government regulations or the securities regulatory authority under the State Council after the purchase of the shares exceeding the specified proportion may not exercise the voting right within 36 months, and shall not be included in the total number of shares with voting right of the collective, self or entrusted securities companies and securities services to attend the general meeting of shareholders. Institutions, publicly request the shareholders of the company to entrust them to attend the board of directors, independent directors, shareholders holding 1% of the general meeting of shareholders, and exercise the proposal right, voting right and other voting shares on their behalf, or exercise the rights of shareholders in accordance with laws and regulations. Where an investor established in accordance with government regulations or the provisions of the CSRC solicits shareholders’ rights in accordance with the provisions of the preceding paragraph, the investor protection institution may publicly solicit shareholders’ voting rights. When the solicitation documents are disclosed, the company shall cooperate. The solicitation of shareholders’ voting rights shall be fully disclosed to the person to be solicited. It is prohibited to solicit shareholders’ information such as specific voting intention in a paid or disguised paid manner. It is prohibited to change rights with compensation or. Collect shareholders’ rights in a paid manner. Except that the public solicitation of shareholders’ rights under legal conditions violates laws, administrative regulations or, the company shall not put forward the relevant provisions of the securities regulatory authority under the State Council on the minimum shareholder of the solicitation of voting rights and impose restrictions on the proportion. If losses are caused to the company or its shareholders, it shall publicly solicit shareholders’ rights according to law, violate laws and administrative regulations or bear the liability for damages. If the company or its shareholders suffer losses as a result of the relevant provisions of the securities regulatory authority under the State Council, it shall be liable for damages according to law.
Article 84 deleted
On the premise of ensuring the legality and effectiveness of the general meeting of shareholders, the company shall give priority to providing modern information technology means such as online voting platform to facilitate shareholders’ participation in the general meeting of shareholders.
Article 86 Article 86
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When the general meeting of shareholders votes on the election of directors (including independent directors), the general meeting of shareholders votes on the election of directors (including independent directors) and supervisors, the cumulative voting system can be implemented according to the provisions of the articles of association or the resolutions of the general meeting of shareholders. The cumulative voting system can be implemented for the resolutions of the general meeting of shareholders A listed company with 30% or more of the shares owned by a single shareholder and its persons acting in concert shall adopt the cumulative voting system.
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Article 91 Article 91
Before the general meeting of shareholders votes on the proposal, two shareholders shall be elected. Before the general meeting of shareholders votes on the proposal, two shareholders’ representatives shall be elected to participate in vote counting and scrutinizing. The deliberated matters and representatives of shareholders participated in vote counting and scrutinizing. If the matters under consideration have an interest in the shareholders, and the relevant shareholders and agents are not related to the shareholders, the relevant shareholders and agents shall not participate in the counting and supervision of votes. They have to participate in counting and scrutinizing votes.
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Article 99 Article 99
The directors of the company are natural persons. Under any of the following circumstances, the directors of the company are natural persons. Under any of the following circumstances, they cannot serve as directors of the company: they cannot serve as directors of the company:
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(VI) being banned from entering the securities market by the CSRC; (VI) being banned from entering the securities market by the CSRC before the expiration of the time limit; Measures, and the time limit is not expired;
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Article 108 Article 108
Independent directors shall comply with laws, administrative regulations and departmental regulations. Independent directors shall comply with the relevant provisions of laws, administrative regulations, Chinese Securities and the working system of independent directors of the company and the relevant provisions of the CSRC and the stock exchange. Execution.
Article 111 Article 111
The board of directors shall exercise the following functions and powers: the board of directors shall exercise the following functions and powers:
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(VIII) at the general meeting of shareholders
