Securities code: Songcheng Performance Development Co.Ltd(300144) securities abbreviation: Songcheng Performance Development Co.Ltd(300144) Announcement No.: 2022011 Songcheng Performance Development Co.Ltd(300144)
Comparison table of amendments to the articles of Association
The board of directors does not guarantee that the information disclosed by the company is true, complete or misleading.
Songcheng Performance Development Co.Ltd(300144) (hereinafter referred to as “the company”) held the 15th meeting of the 7th board of directors on April 22, 2022. The proposal on Amending the articles of association was reviewed and approved, and the main amendments are as follows:
Before and after revision
Article 24 under the following circumstances, the company may not purchase its shares in accordance with the provisions of laws, administrative regulations, departmental rules and the articles of association. However, the acquisition of shares of the company is not allowed under any 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 ESOP or equity incentive (III) use shares for ESOP or equity incentive; Excitation;
(IV) the shareholder requests the company to purchase its shares due to the merger of the company made by the general meeting of shareholders, (IV) the shareholder disagrees with the resolution on merger and division of the company made by the general meeting of shareholders. Dissenting from the division resolution and requiring 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 of stocks;
(VI) the listed company is necessary to safeguard the company’s value and shareholders’ rights and interests (VI) the company is necessary to safeguard the company’s value and shareholders’ rights and interests. Yes.
Except for the above circumstances, the company shall not acquire the shares of the company. Article 30 the directors, supervisors and senior managers of the company, and the shareholders holding more than 5% of the shares of the company and more than 5% of the shares of the company, who sell the shares of the company or other equity certificates held by their shareholders, directors, supervisors and senior managers within six months after the purchase, or buy them again within six months after the sale, If the securities are sold within six months after the purchase, or the proceeds from the sale belong to the company, and the board of directors of the company will buy them again within six months, the proceeds from this shall belong to the proceeds returned by the company. However, the board of directors of the company will recover the income from the purchase of securities by securities companies due to underwriting. However, if the securities company holds more than 5% of the shares after the sale of the remaining shares, the sale of the shares held by the securities company due to the purchase of the remaining shares after the package sale is not subject to the six-month time limit. 5% or more of the shares, and the board of directors of the company fails to comply with the provisions of the preceding paragraph as stipulated by the CSRC, unless the shareholders have other circumstances. The right to require the board of directors to implement within 30 days. If the board of directors of the company fails to execute the above-mentioned directors, supervisors and senior managers within the above-mentioned period, the shareholders have the right to directly file a securities lawsuit in the people’s court in their own name for the shares or other interests with the nature of equity held by the company’s shareholders, including those held by their spouses, parents and children. Stocks held in other people’s accounts or other equity securities that are not executed by the board of directors of the company in accordance with the provisions of paragraph 1.
The responsible directors shall be jointly and severally liable according to law. 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. Company director
If the board of directors fails to implement within the above-mentioned time limit, 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.
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 35 Where a resolution of the general meeting of shareholders or the board of directors violates any law or administrative regulation or infringes upon the legitimate rights and interests of shareholders, the shareholders shall have the right to request the people’s court to determine it invalid. Deemed invalid.
Article 41 Article 41
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（15） Review the equity incentive plan; （15） Review the equity incentive plan and employee stock ownership plan; （16） Review laws, administrative regulations and departmental rules and (16) review other matters that shall be decided by the general meeting of shareholders as stipulated by laws, administrative regulations, departmental rules and the articles of association, and other matters that shall be decided by the general meeting of shareholders as stipulated by the articles of association. Item.
The functions and powers of the above general meeting of shareholders shall not be exercised by the board of directors or other institutions and individuals in the form of authorization. Article 42 the following external guarantees of the company shall be approved by the general meeting of shareholders. Deliberated and approved by the general meeting of shareholders.
(I) external guarantee of the company and its holding subsidiaries (I) any guarantee provided after the total amount of external guarantee of the company and its holding subsidiaries exceeds 50% of the latest audited net assets and 50% of the latest audited net assets; Any guarantee provided later;
(II) the total amount of external guarantee of the company reaches or exceeds the total amount of external guarantee of the company, and any guarantee provided after 30% of the total assets audited in the latest period exceeds 30% of the total assets audited in the latest period; Guarantee; (III) the guarantee amount of the company within one year exceeds that of the company in the latest (III) and a guarantee of 30% of the total audited assets is provided for the guarantee object with an asset liability ratio of more than 70%;
Guarantee for supply; (IV) provide guarantee for guarantee objects with asset liability ratio exceeding 70% (IV) guarantee with single guarantee amount exceeding the latest audited net capital;
Guarantee of 10% of the property; (V) the amount of a single guarantee exceeds 10% of the latest audited net capital (V) to provide a guarantee for shareholders, actual controllers and their affiliates;
Guarantee.
(VI) guarantees provided to shareholders, actual controllers and their affiliates.
If the directors, supervisors and senior managers of the company violate the approval authority or review procedures stipulated in the articles of association and provide external guarantees in violation of regulations, the company will give corresponding sanctions in accordance with the internal management system, resulting in losses to the interests of the company and shareholders, The person directly responsible shall bear the corresponding compensation liability.
Article 50 if the board of supervisors or shareholders decide to convene a shareholders’ meeting on their own, they shall notify the board of directors in writing. If the board of supervisors or shareholders decide to convene a shareholders’ meeting on their own, they shall notify the board of directors in writing. At the same time, they shall report to the local office of the CSRC and the stock exchange for the record.
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%.
Not less than 10%. The board of supervisors or the convening shareholders shall send out the customs clearance certification materials to the CSRC where the company is located when issuing the notice of the general meeting of shareholders and the announcement of the resolution of the general meeting of shareholders, and when submitting the announcement of the resolution to the stock exchange. Institutions and stock exchanges shall submit relevant supporting materials. Article 53 the proposal of the general meeting of shareholders shall comply with the following articles. The contents of the proposal shall belong to the general meeting of shareholders: the terms of reference, with clear topics and specific resolutions, and (I) the contents are inconsistent with the provisions of laws, regulations and the articles of association, and comply with the relevant provisions of laws, administrative laws and the articles of association. Conflict and fall within the scope of responsibilities of the general meeting of shareholders of the company; (II) there are clear topics and specific resolutions; (III) submit or serve on the board of directors in writing.
Article 56 Article 56
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(V) name and telephone number of permanent contact person for conference affairs. (V) name and telephone number of permanent contact person for conference affairs; The notice and supplementary notice of the general meeting of shareholders shall fully and completely (VI) disclose all the specific contents of all proposals through the voting time and voting schedule of network or other means. The sequence of events to be discussed. If the independent directors are required to express their opinions, the notice and supplementary notice of the general meeting of shareholders shall be fully and completely issued. When the notice or supplementary notice is issued, the intention of the independent directors will be disclosed at the same time, and all the specific contents of all proposals will be disclosed. Opinions and reasons for the proposed discussion. If it is necessary for independent directors to express their opinions, the general meeting of shareholders shall be issued. If the general meeting of shareholders adopts the Internet or other methods, the independent directors’ opinions and reasons shall be disclosed at the same time when the notice or supplementary notice is issued. Voting time and voting procedure. The on-site shareholders’ meeting shall be held no earlier than 9:00 a.m. or 3:30 p.m. on the day before the on-site shareholders’ meeting, and the on-site voting time shall not be later than 3:00 p.m. on the day before the on-site shareholders’ meeting, The closing time shall not be earlier than 3:00 p.m. on the day when the on-site general meeting ends. At 3:00 p.m. on the end of the day.
The interval between the date of equity registration and the date of the meeting shall not be much, and the interval between the date of equity registration and the date of the meeting shall not be more than 7 working days. Once the equity registration date is confirmed, it shall not be within 7 working days. Once the equity registration date is confirmed, it shall not be changed. Change.
Article 71 unless the company’s trade secrets are involved and cannot be disclosed in the shareholders’ meeting, the directors, supervisors and senior managers shall answer the shareholders’ questions and suggestions at the shareholders’ meeting, and the directors, supervisors and senior managers shall explain or explain the shareholders’ questions and suggestions at the shareholders’ meeting. Give an explanation or explanation.
Article 79 Article 79
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The company’s board of directors, independent directors and shareholders who meet the relevant requirements can publicly solicit shareholders’ voting rights if they buy voting shares of the company in violation of the securities law. In the case of solicitation of shareholders in accordance with the provisions of paragraphs 1 and 2 of Article 63, if the voting right exceeds the voting right, the solicited person shall fully disclose the information such as the 36 months after the purchase of the shares with the specified proportion of voting intention. It is prohibited to exercise the voting right in the form of compensation or compensation in disguised form, and it is not included in the voting right of shareholders attending the general meeting of shareholders. The company shall not collect the total number of shares with voting rights.
Set the minimum shareholding ratio limit. The board of directors, independent directors and shareholders holding more than 1% of the voting shares of the company or investor protection institutions established in accordance with laws, administrative regulations or the provisions of the CSRC may publicly solicit shareholders’ voting rights. The solicitation of shareholders’ voting rights shall fully disclose the specific voting intention to the solicited person
