Stock Code: 360 Security Technology Inc(601360) stock abbreviation: 360 Security Technology Inc(601360) No.: 2022028
360 Security Technology Inc(601360)
Announcement on Amending the articles of Association
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 individual and joint liabilities for the authenticity, accuracy and completeness of its contents 360 Security Technology Inc(601360) (hereinafter referred to as "the company") held the 8th meeting of the 6th board of directors on April 20, 2022, deliberated and adopted the proposal on Amending the articles of association. In order to further meet the needs of the company's development, in accordance with the latest requirements of the company law, the guidelines for the governance of listed companies, the guidelines for the articles of association of listed companies and other regulatory rules, it is proposed to amend the relevant provisions in the articles of association as follows:
Before and after revision
Article 2... Article 2
The company was registered in the register of Jiangsu Administration for Industry and Commerce and obtained the business license of enterprise legal person. Registered, obtained the business license of enterprise legal person, and the unified social credit code is 91120116ma06tg6453.
Article 30 directors, supervisors and senior managers of the company Article 30 directors, supervisors and senior managers of the company, shareholders holding more than 5% of the company's shares, employees and shareholders holding more than 5% of the company's shares sell their shares of the company or other owned shares within 6 months after buying them, or buy them again within 6 months after selling them, If the securities with the nature of right are sold within 6 months after the purchase, the resulting income shall belong to the company, and the directors of the company may buy them again within 6 months after the sale, and the company will recover their income. However, the proceeds from the public offering of securities belong to the company, and the board of directors of the company will hold 5% of the proceeds from the company's underwriting of the remaining after-sales shares. However, if a securities company purchases the above shares, the sale of the shares shall not be subject to the remaining shares after the contracted sale within 6 months, but holds more than 5% of the shares
Time limit. And other circumstances stipulated by the securities regulatory authority under the State Council that the board of directors of the company does not implement the provisions of the preceding paragraph.
The shareholders have the right to require the board of directors to act as the director, supervisor and senior manager mentioned in the preceding paragraph within 30 days. If the board of directors of the company fails to the shares or other securities held by the executive or natural person shareholders within the above-mentioned period, the shareholders have the right to use their own equity securities, including their spouses, parents
Before and after revision
Bring a lawsuit directly to the people's court in the name of. Shares held by children and held in other people's accounts... Or other equity securities.
If the board of directors of the company fails to implement the provisions of paragraph 1 of this article, the shareholders have the right to require the board of directors to implement it within 30 days. If the board of directors of the company fails to implement within the above-mentioned period, the shareholders have the right to directly bring a lawsuit to the people's court in their own name for the benefit of the company.
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Article 68 when the general meeting of shareholders is held, all the directors, supervisors and Secretary of the board of directors of the company shall attend the meeting, the directors, supervisors and Secretary of the board of directors shall attend the meeting, the manager and other senior managers shall attend the meeting, and the general manager and other senior managers shall attend the meeting as nonvoting delegates. A meeting.
Article 74 the general meeting of shareholders shall have minutes, and article 74 the general meeting of shareholders shall have minutes, which shall be in the charge of the Secretary of the board of directors. The minutes of the meeting shall be recorded by the Secretary of the board of directors. The meeting minutes record the following contents:
(I) meeting time, place, agenda and calling time (I) meeting time, place, agenda and name of convener; Name of the collector;
(II) the names of the chairman of the meeting and the directors, supervisors, general manager and other senior managers attending or attending the meeting; Name of management personnel;
(III) the number of shareholders and agents attending the meeting, the total number of voting shares held and their proportion in the company, the total number of voting shares held and their proportion in the total number of shares of the company; Proportion of total shares;
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Article 80... Article 80
The board of directors, independent directors and shareholders who meet the relevant provisions, independent directors and holding 1% of the conditions can solicit shareholders' voting rights. The shareholders who solicit the above voting shares or the voting rights of shareholders in accordance with the law shall fully disclose the laws, administrative regulations or the securities regulatory authority under the State Council to the solicited persons
Before and after revision
Specific voting intention and other information. It is prohibited to collect shareholders' voting rights by means of compensation in disguised form for investor protection institutions established in accordance with the provisions of paid institutions or institutions. As a soliciter, the company shall, on its own or by entrusting a securities company, not propose a minimum shareholding ratio for the solicitation of voting rights, and the securities service institution shall publicly request the restriction of shareholders of listed companies. Entrust him to attend the general meeting of shareholders on his behalf and exercise shareholder rights such as proposal right and voting right on his behalf.
Where the rights of shareholders are solicited in accordance with the provisions of the preceding paragraph, the soliciter shall disclose the solicitation documents, and the company shall cooperate.
It is prohibited to publicly solicit shareholders' rights with compensation or in a disguised form.
If the public solicitation of shareholders' rights violates laws, administrative regulations or relevant provisions of the securities regulatory authority under the State Council, resulting in losses to the company or its shareholders, it shall be liable for compensation according to law.
Article 83 unless the company is in crisis and other special circumstances Article 83 unless the company is in crisis and other special circumstances, the company will not cooperate with the directors, managers and other senior managers unless approved by a special resolution of the general meeting of shareholders The general manager enters into a contract with a person other than senior management personnel to entrust the management of all or important business of the company to that person. A contract in which the person is responsible for the management of the business. Article 84 the list of candidates for directors and supervisors shall be submitted to the shareholders' meeting for voting by submitting proposals. The proposal shall be submitted to the shareholders' meeting for voting.
The methods and procedures of nomination of directors and supervisors are as follows: the methods and procedures of nomination of directors and supervisors are: (I) within the number of persons specified in the articles of association, (I) within the number of persons specified in the articles of association, the chairman of the board of directors shall propose candidates for directors according to the number of persons to be elected, in accordance with the provisions of the laws, the board of supervisors, the company regulations and the articles of association, and shareholders holding more than 3% of the issued shares alone or jointly can make a list of proponents, After the resolution of the board of directors is adopted, the candidates for directors and supervisors shall be proposed by the way of directors; The board of directors / the board of directors shall submit a proposal to the general meeting of shareholders for election and voting; After the resolution of the board of supervisors is passed, it shall be submitted in the form of proposal, which shall be proposed by the chairman of the board of supervisors, and the election and voting of the general meeting shall be held by non employee representatives;
Before and after revision
(II) after the nomination methods and procedures of independent directors are followed, the board of supervisors shall submit a proposal to the shareholders to vote in accordance with the laws, regulations and relevant regulations of the securities regulatory authority; Scheduled execution;
(II) shareholders who individually or jointly hold more than 3% of the voting shares of the nominees of (III) directors and supervisors issued by the company before nomination shall obtain the consent of the nominees. The nominees shall be able to propose candidates for directors to the board of directors of the company, fully understand the occupation, educational background and professional title of the nominees, or submit detailed work experience not held by employee representatives to the board of supervisors. For candidates for independent directors and supervisors, the number and conditions of nomination must be candidates. The nominees shall also express their opinions on their qualifications and independence as independent directors in accordance with the provisions of the law and the articles of association.
The board of directors shall submit the candidates proposed by the above shareholders to the directors and supervisors, and the candidates shall be deliberated at the general meeting of shareholders; Make a written commitment before the notice and announcement, agree to accept the nomination method and procedure name of (III) independent directors, promise that the candidate information publicly disclosed is true, accurate and complete in accordance with laws, regulations and relevant regulations of securities regulatory authorities, and ensure the implementation of the provisions of directors after election. Duties of the director or supervisor. When voting on the election of two candidates for directors and supervisors at or above the general meeting of shareholders, when the company makes a written commitment before the notice announcement, agrees to accept the name of shares in which one shareholder and its persons acting in concert have rights and interests, and promises that the information of candidates publicly disclosed is true and the proportion is more than 30%, cumulative voting shall be adopted, which shall be accurate and complete, and ensure the effective implementation of the director system after election. Duties of the director or supervisor. When the general meeting of shareholders votes on the election of two or more directors and supervisors, the cumulative voting system shall be adopted when the proportion of shares owned by a single shareholder of the company and its persons acting in concert is more than 30%
Article 100 directors shall be elected or replaced by the general meeting of shareholders. The term of office of directors shall be 3 years. Upon expiration of the term of office, the directors may be re elected for a term of three years. A director may be re elected upon expiration of his term of office. The directors shall be reappointed at the shareholders' meeting before the expiration of their term of office. Before the expiration of a director's term of office, the shareholders' meeting shall not remove him without cause. The board of directors may remove its duties without an employee representative. There is no employee representative on the board of directors
Before and after revision
Directors held by table. Directors appointed.
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The director may be the general manager or other senior management. The director may be the general manager or other senior management concurrently, but the director or other senior management concurrently. However, the total number of directors concurrently holding the post of general manager or other senior management and the directors holding the post of employee representative level management shall not exceed the number of directors, and the total number of directors shall not exceed 1 / 2 of the total number of directors of the company. 1 / 2 of the number.
Article 111 the board of directors shall exercise the following functions and powers:
... (x) appoint or dismiss the general manager and directors of the company (x) appoint or dismiss the manager and Secretary of the board of directors, and decide on their remuneration, rewards and punishments; The Secretary of the board of directors shall decide on his remuneration and rewards and punishments, and appoint or dismiss the company according to the nomination of the general manager; According to the nomination of the manager, appoint or dismiss senior managers such as the company's deputy general manager and the person in charge of finance, as well as senior managers such as the company's deputy general manager and the person in charge of finance, and decide on their remuneration, rewards and punishments; And decide on their remuneration and rewards and punishments
... (XV) listen to the work report of the general manager of the company and (XV) listen to the work report of the manager of the company and check the work of the general manager;
And check the work of the manager
... Article 112
