Comparison table of amendments to the articles of Association
(reviewed and approved by the 10th meeting of the 8th board of directors of the company, and still needs to be reviewed by the 2021 annual general meeting of shareholders)
Original clause revised clause
Article 2 the company is a joint stock limited company established in accordance with the company law and its Article 2. The company is a joint stock limited company established in accordance with the company law and other relevant provisions (hereinafter referred to as "the company") "Company ").
The company was approved by zhezhengfa company of Zhejiang Provincial People's government, zhezhengfa [1998] No. 224 document of Zhejiang Provincial People's government, Zhejiang University Enterprise Group [1998] No. 224 document, and Zhejiang University Enterprise Group Holding Co., Ltd. (now renamed Zhejiang Zheda Yuanzheng Holding Co., Ltd. (now renamed Zhejiang Zheda Yuanzheng Group Co., Ltd.), Zhejiang science and Technology Venture Capital Co., Ltd Zhejiang science and Technology Venture Capital Co., Ltd. and four natural persons jointly initiated by social fund-raising and four natural persons, and set up in the form of social fund-raising. It was registered and established in Zhejiang Administration for Industry and commerce. Registered with Zhejiang market supervision and Administration Bureau, obtained the registration number of 330000 Shenzhen Fountain Corporation(000005) 778, and obtained the business license of enterprise legal person under the enterprise law with the registration number of 330000 Shenzhen Fountain Corporation(000005) 778. Now it is the business license of unified social credit person. Now unified social credit Code: 91330 Guangdong Golden Dragon Development Inc(000712) 562466b. 91330 Guangdong Golden Dragon Development Inc(000712) 562466B。
Article 5 registered address of the company: Article 5, Binjiang District, Hangzhou registered address of the company: 17 / F, building 4, Shuangcheng international, No. 1785, Jianghan Road, Binjiang District, Hangzhou postal code: 310052 Code: 310052
Article 6 office address of the company: Binjiang District, Hangzhou office address of the company: 17 / F, building 4, Shuangcheng international, No. 1785, Jianghan Road, Binjiang District, Hangzhou postal code: 17 / F, building 4, Shuangcheng international, No. 1785 postal code: 310052310052
Article 12 other senior managers mentioned in the articles of association Article 11 other senior managers mentioned in the articles of association refer to the president, vice president and Secretary of the board of directors of the company, and refer to the CEO, President, executive president, vice president and chief financial officer of the company. Director, Secretary of the board of directors, chief financial officer.
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 business purpose of the company: Article 13 business purpose of the company:
With the mission of "providing effective transportation and environmental safety for mankind, with the mission of" integrating material and information, driving the future "and ensuring safety", with the development of "wisdom + green" production capacity in key national strategic business areas, based on perfect industry as its own responsibility, in line with the concept of "from education and science and technology; learning and research system, and" from education and science and technology; industry and industry serve the country and repay the society " "Repay the society", adhere to the independent international leading technology and the technology and product innovation strategy with completely independent intellectual property rights, provide the mode of combining high-quality products and outstanding technology, continue to innovate, provide excellent services, solve the "neck" problem, and build "hard products and services to benefit mankind and nuclear" high-tech enterprises in the era of globalization, Effectively protect the legitimacy of the company and shareholders, effectively protect the legitimate rights of the company and shareholders, seek rights and profits for shareholders, and make profits in the era of globalization. For the benefit of mankind.
Article 14 after registration according to law, the business scope of the company Article 14 after registration according to law, the business scope of the company is:
Development, manufacturing, sales and technical service of open type energy-saving materials for monocrystalline silicon and its products, semiconductor components and new monocrystalline silicon and its products, and semiconductor components; Computer software service; Computer software development, technology transfer and sales; Development, technology transfer and sales; Development, sales and technical services of building energy-saving materials, computer system integration and electronic engineering; Computer system integration; Electronic engineering and services; Development technology of power automation system and communication system, power automation system technology, communication system technology development, project undertaking and technical consultation; Development and consulting services of wind power engineering and technology; Design, complete set of equipment, construction, installation, commissioning design, construction, consulting and equipment procurement services of wind power generation project, thermal power generation project, environmental protection project, rail transit power generation project, environmental protection project and rail transit project; High tech test, consultation, operation and equipment procurement services; Investment and development of high-tech industries; Investment and development of computer equipment, electronic equipment and technology industries; Sales of computer equipment, electronic equipment, power equipment, electronic components, electronic materials, communication equipment, power equipment, electronic components, electronic materials, equipment, chemical products and raw materials (excluding dangerous chemicals and easily prepared communication equipment), chemical products, chemical raw materials (excluding chemical drugs) and metal materials; Operate import and export business. Sales of dangerous goods and metal materials; Operate and act as an agent for the import and export of various commodities and technologies (except those prohibited and restricted by national laws and regulations); Contracting overseas construction projects and dispatching labor personnel required for the implementation of the above-mentioned foreign contracted projects; All other legal projects that do not need to be submitted for approval.
Article 30 directors, supervisors and senior managers of the company Article 30 the shareholders holding more than 5% of the shares of the company and their immediate family members and spouses, and the shareholders holding the company, directors, supervisors and senior managers shall sell the shares of the company or other equity certificates held by the shareholders holding more than 5% of the shares of the company within 6 months after purchase, If the securities are sold within 6 months after the purchase, or if they are bought within 6 months after the sale, the proceeds will belong to the company. If they are bought within 6 months, the proceeds will belong to the company, and the board of directors of the company will recover the proceeds.
However, the board of directors of the company will recover its income. However, if a securities company purchases the remaining after-sales shares due to underwriting, and the securities company holds more than 5% of the shares due to the purchase of the remaining shares after underwriting, the sale of the shares is not subject to six shares of more than 5% and the monthly time limit stipulated by the CSRC. Except in other cases.
The term "shares or other securities with equity nature held by directors, supervisors, senior managers and natural person shareholders" as mentioned in the preceding paragraph includes shares or other securities with equity nature held by their spouses, parents and children and by using other people's accounts.
If the board of directors of the company fails to comply with the provisions of the preceding paragraph, the board of directors of the company fails to comply with the provisions of paragraph 1 of this article, and the controlling shareholder has the right to require the board of directors to perform within 30 days. If the company conducts the, the shareholders have the right to require the board of directors to execute within 30 days. If the board of directors fails to execute within the above-mentioned period, the shareholders have the right to do so. If the board of directors of the company fails to execute within the above-mentioned period, the shareholders shall directly file a lawsuit with the people's court in their own name for the benefit of the company. Bring a lawsuit to the people's court.
If the board of directors of the company fails to comply with the provisions of paragraph 1 of this article, the responsible directors shall bear joint and several liabilities according to law. In case of execution, the responsible directors shall bear joint and several liabilities according to law.
Article 42 directors, supervisors and senior managers of the company Article 42 the directors, supervisors and senior managers of the company have the legal obligation to maintain the safety of the company's assets, and the reasonable persons have the legal obligation to maintain the safety of the company's assets. Business. When the controlling shareholder or actual controller invades the company, when the controlling shareholder or actual controller encroaches on the assets of the company, damages the assets of the company and public shareholders, and damages the interests of the company and public shareholders, the board of directors of the company shall take effective measures, The board of directors of the company shall take effective measures to require the controlling shares to ask the controlling shareholder or actual controller to stop the infringement, and shall be liable for the loss caused by the infringement. Shall be liable for compensation for the losses incurred.
When the directors, supervisors, managers and other senior managers of the company violate the provisions of the articles of association, assist and connive at the controlling shareholders, actual controllers and other related parties to occupy the property of the listed company and damage the interests of the company, the company will impose sanctions such as warning, demotion, dismissal and dismissal on the person directly responsible according to the seriousness of the circumstances; Directors and supervisors who are seriously responsible may be removed by the general meeting of shareholders. If the company finds that the controlling shareholder embezzles the company's assets, it shall immediately apply for judicial freezing of the company's equity held by the controlling shareholder; as
The controlling shareholder cannot repay the occupied assets in cash. If the controlling shareholder cannot repay the occupied assets in cash, the company shall actively take measures to repay the occupied assets by realizing the assets of the controlling shareholder. The equity held by shareholders to repay the occupied assets.
Article 45 the external guarantee that should be approved by the general meeting of shareholders shall be guaranteed by more than two-thirds of the directors of the board of directors, and can be submitted to the general meeting of shareholders for approval only after it is reviewed and approved by more than two-thirds of the directors of the board of directors. It must be approved before it can be submitted to the general meeting of shareholders for approval. External guarantees subject to the approval of the general meeting of shareholders include the following circumstances:
Form: (I) external guarantee of the company and its holding subsidiaries; (I) the total amount of external guarantee of the company and its holding subsidiaries exceeds 50% of the latest audited net assets to guarantee the total amount, reaching or exceeding any guarantee provided after the latest audited net assets;
Any guarantee provided after 50% of the assets; (II) the total amount of external guarantee of the company exceeds the guarantee provided by any guarantee object provided after 30% of the total assets audited in the first phase for the guarantee with an asset liability ratio of more than 70% in the latest (II); Insurance;
(III) the amount of a single guarantee exceeds 10% of the company's audited net assets in the latest period within one year; Guarantee of 30% of the latest audited total assets;
(IV) guarantees provided to shareholders, actual controllers and their affiliates (IV) the number of parties in the latest financial statements of the guaranteed object; It is shown that the asset liability ratio exceeds 70%;
(V) according to the principle that the guarantee amount exceeds the latest audited cumulative calculation within 12 consecutive months (V), the guarantee amount exceeds 10% of the company's latest audited net assets;
Guarantee for 30% of total assets. (VI) guarantees provided to shareholders, actual controllers and their affiliates.
Article 44 the general meeting of shareholders is the power of the company. Article 44 the general meeting of shareholders is the power organ of the company and exercises the following functions and powers according to law:
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（19） Deliberating and approving external guarantees other than those specified in Article 44;
(1) Providing guarantee to related parties;
(2) For those holding less than 5% of the company's shares
Guarantee provided by shareholders;
（20） (19) to consider and approve the transactions specified in Article 45; and; Easy matters;
（21） Review laws and administrative regulations and the Ministry (20) review laws and administrative regulations
