Stock Code: Hbis Company Limited(000709) stock abbreviation: Hbis Company Limited(000709) Announcement No.: 2022025
Announcement on Amending the articles of Association
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and the announcement is false
False records, misleading statements or major omissions shall be jointly and severally liable.
Hbis Company Limited(000709) held the 25th session of the 4th board of directors on April 20, 2022, which was deliberated and adopted
Amendment to the articles of association. According to the guidelines for the articles of association of listed companies and the
The rules of the general meeting, the stock listing rules of Shenzhen Stock Exchange and the first part of the guidelines for self-regulation of listed companies
No. -- standardized operation of listed companies and other relevant provisions, and in combination with the actual situation of the company, the company plans to
Some clauses are revised, and the comparison table before and after revision is as follows:
S / N content before revision content after revision
Article 24 under the following circumstances, the company may not purchase its own shares in accordance with laws, administrative regulations and Article 24. However, in accordance with the provisions of departmental rules and the articles of association, the company may purchase its own shares: except under one of the following circumstances:
(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; (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;
1. (Ⅳ) the shareholder disagrees with the company's merger and division resolution made at the general meeting of shareholders, (Ⅳ) the shareholder requests the company to purchase its shares due to the company's merger and division resolution made at the general meeting of shareholders; Dissenting and requiring the company to purchase its shares;
(V) converting shares into corporate bonds convertible into shares issued by the company (V) converting shares into public bonds convertible into shares issued by the company; Corporate bonds;
(VI) necessary for the company to safeguard the company's value and shareholders' rights and interests. (VI) necessary for the company to safeguard the company's value and shareholders' rights and interests.
The company shall not accept the shares of the company as the subject matter of the pledge. The company shall not accept the shares of the company as the subject matter of the pledge.
Except for the above circumstances, the company shall not purchase the shares of the company.
Article 30 the directors, supervisors, senior managers and shareholders holding more than 5% of the company's shares shall share the company's shares or other shares held by more than 5% of the company's shares or other shareholders with equity nature If the securities are sold within six months after the purchase, or if the securities with equity nature are purchased within six months after the sale, or if the securities are sold within six months after the purchase, or if the securities are purchased within six months after the sale, the proceeds therefrom shall belong to the company. The board of directors of the company will recover the proceeds from the purchase within six months after the sale, and the proceeds therefrom shall belong to the income of the company. However, the board of directors of the company will recover the income from the remaining after-sales shares held by the securities company due to underwriting. However, if the securities company has more than 5% of the shares, the sale of the shares is not subject to the six-month time limit. If the company holds more than 5% of the shares due to the purchase of the remaining shares after the package sale, it shall
S / N content before revision content after revision
If the board of directors of the company fails to comply with the provisions of the preceding paragraph, the shareholders have the right to require the board of directors to act in accordance with the provisions of the CSRC and other circumstances.
Within 30 days. If the board of directors of the company fails to execute 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 interests of the company. If some stocks or other securities with equity nature, including their spouses or the board of directors of the company, fail to implement the provisions of paragraph 1, the responsible directors shall be jointly and severally liable according to the stocks held by their parents and children or by using the accounts of others or their laws. He has equity securities.
If the board of directors of the company held by the directors, supervisors, senior managers and natural person shareholders mentioned in the first paragraph of this article does not implement in accordance with the first paragraph of this article, the shareholders have the right to equity or other equity securities, including their spouses, parents and children, and require the board of directors to implement within 30 days. If the board of directors of the company fails to execute the above-mentioned shares held by women and held in other people's accounts or other equity restrictions, shareholders have the right to pledge securities in their own name for the benefit of the company. Bring a lawsuit directly to the people's court.
If the board of directors of the company fails to implement the provisions of paragraph 1 of this article, the responsible directors shall bear joint and several liabilities according to law.
Article 38 The shareholders of the company shall undertake the following obligations: Article 38 The shareholders of the company shall undertake the following obligations:
(I) abide by laws, administrative regulations and the articles of Association; (I) abide by laws, administrative regulations and the articles of Association;
(II) pay the share capital in accordance with the shares subscribed and the method of participation; (II) pay the share capital in accordance with the shares subscribed and the method of participation;
(III) the company shall not withdraw its shares except under the circumstances prescribed by laws and regulations; (III) the company shall not withdraw its shares except under the circumstances prescribed by laws and regulations;
(IV) not abuse the rights of shareholders to damage the interests of the company or other shareholders; (IV) not abuse the rights of shareholders to damage the profits of the company or other shareholders, abuse the independent status of the company's legal person and the limited liability of shareholders to damage the interests of creditors of the company; Do not abuse the independent status of the company's legal person and the limited liability of shareholders to damage 3 The interests of; The interests of creditors of the company;
If the shareholders of the company abuse their rights and cause losses to the company or other shareholders, they shall (V) be liable for compensation according to law for other responsibilities that should be borne by laws, administrative regulations and the articles of association.
Obligations.
Where a shareholder of a company abuses the independent status of a corporate legal person and the limited liability of shareholders to evade debts, the shareholder of the company abuses the rights of shareholders, causes losses to the company or other shareholders, and seriously damages the interests of creditors of the company, he shall be jointly and severally liable for the debts of the company, and shall be liable for compensation according to law.
Responsibility. The shareholders of the company abuse the independent status of the company's legal person and the limited liability of shareholders to evade (V) other obligations that should be undertaken according to laws, administrative regulations and the articles of association. Those who evade debts and seriously harm the interests of creditors of the company shall be jointly and severally liable for the debts of the company.
Article 41 the general meeting of shareholders is the authority of the company and exercises the following functions according to Law Article 41 the general meeting of shareholders is the authority of the company and exercises the following functions according to law The following functions and powers
（15） Review the equity incentive plan; （15） Review the equity incentive plan and employee stock ownership plan;
Article 42 the following external guarantees of the company shall be examined and approved by the general meeting of shareholders. Article 42 the following external guarantees of the company shall be approved by the general meeting of shareholders. Considered and adopted.
5. (I) any guarantee provided after the total external guarantee of the company and its holding subsidiaries reaches or exceeds (I) the total external guarantee of the company and its holding subsidiaries exceeds 50% of the latest audited net assets; Any guarantee provided after 50% of the latest audited net assets; (II) the guarantee amount of the company has reached or exceeded the total amount of external guarantee of the company in the latest period within 12 consecutive months, and exceeded the total audited capital in the latest period
S / N content before revision content after revision
Any guarantee provided after auditing 30% of the total assets; Any guarantee provided after 30% of the property;
(III) any guarantee provided by the company after the guarantee amount reaches or exceeds 50% of the total audited net assets of the latest period within 12 consecutive months; Guarantee for 30% of assets;
(IV) the guarantee provided for the guarantee object whose asset liability ratio exceeds 70%; (IV) the guarantee provided for the guarantee object whose asset liability ratio exceeds 70%; (V) the amount of a single guarantee exceeds 10% of the latest audited net assets; (V) where the amount of a single guarantee exceeds 10% of the latest audited net assets (VI) the guarantee provided to shareholders, actual controllers and their related parties. Guarantee;
When the general meeting of shareholders deliberates the guarantee matters in Item (II) of the preceding paragraph, it shall obtain the guarantee provided to shareholders, actual controllers and their related parties by (VI) present at the meeting. More than two-thirds of the voting rights held by shareholders. When the general meeting of shareholders deliberates the guarantee matters in Item (II) of the preceding paragraph, it shall be approved by more than two-thirds of the voting rights held by the shareholders attending the meeting.
Article 46 when the company holds the general meeting of shareholders, it will hire a lawyer to give legal opinions on the following questions and make a public announcement: give legal opinions on the following questions and make a public announcement:
(I) whether the convening and convening procedures of the meeting comply with laws and administrative regulations, and (I) whether the convening and convening procedures of the meeting comply with laws, administrative laws and articles of Association; Regulations and the articles of Association;
(II) whether the qualifications of the participants and the convener are legal and valid; (II) whether the qualifications of the participants and conveners are legal; (III) whether the voting procedures and results of the meeting are legal and valid; Effect; The number of shareholders and authorized representatives of shareholders attending the general meeting, and the number of shares represented;
(IV) legal opinions on other relevant issues at the request of the company. (III) whether the voting procedures and results of the meeting are legal and valid;
(IV) avoidance of voting by relevant shareholders. If the shareholders' meeting is deemed by other shareholders to be required to avoid voting after the notice of the shareholders' meeting, the relevant reasons shall be disclosed in detail and a 6.5 certificate on its legality and compliance shall be issued
