Securities code: Dbappsecurity Co.Ltd(688023) securities abbreviation: Dbappsecurity Co.Ltd(688023) Announcement No.: 2022037
Announcement on Amending the articles of Association
The board of directors and all directors of the company guarantee that there are no false records and misleading statements in the contents of this announcement
State or major omissions, and bear legal responsibility for the authenticity, accuracy and integrity of its contents according to law.
Dbappsecurity Co.Ltd(688023) (hereinafter referred to as "the company" or " Dbappsecurity Co.Ltd(688023) ") on
On April 22, 2022, the 17th meeting of the second session of the board of directors was held, which considered and adopted the
Proposal on the articles of association of the company, as follows:
On January 5, 2022, the CSRC issued the guidelines for the articles of association of listed companies (revised in 2022),
Further standardize the relevant contents of the articles of association of listed companies. The company combines the latest revised regulations and actual situation
Some contents of the articles of association have been modified as follows:
Before and after modification
One article is added to the new articles of association as Article 12. 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.
(1) According to the articles of association of the Communist Party of China, when the number of Party members reaches the specified number, the organization of the Communist Party of China shall be established, the party working organization shall be established, and the party affairs staff shall be equipped. The establishment of the party organization and staffing shall be incorporated into the management organization and staffing of the company, Party organization work funds shall be included in the company's budget and disbursed from the company's management fees.
(2) Adhere to the synchronous planning of Party construction, the synchronous setting of Party organizations and working institutions, the synchronous allocation of Party organization leaders and party affairs staff, and the synchronous development of party work. The establishment of the party organization and its staffing shall be incorporated into the company's management organization and staffing, and shall be adjusted accordingly with the increase and expansion of the company's employees, assets and business scale. Party organizations play a political core role among the employees of the company, play a political leading role in the development of the enterprise, and carry out rationalization suggestions.
(3) The Party committee of the company has 1 secretary, 1-2 deputy secretaries and several other party committee members. In principle, the Secretary of the Party committee shall be held by Party members and senior executives, and a full-time Deputy Secretary shall be established to focus on the party construction of the enterprise. Qualified party committee members can enter the board of directors, the board of supervisors and the management through legal procedures. Qualified party members of the board of directors, the board of supervisors and the management can enter the Party committee in accordance with relevant regulations and procedures.
Article 24 Where the company purchases the shares of the company under the circumstances specified in items (V) and (VI) due to the circumstances specified in Item (III), (III), (V) and (VI) of paragraph 1 of Article 23 and Article 25 of the articles of association, the shares of the company shall be purchased through public centralized trading. It shall be conducted through open centralized trading. Article 25 Where the company purchases its shares under the circumstances specified in Article 23, paragraph 1, Article 26 of the articles of association due to the circumstances specified in items (I) (I) and (II) of Article 24, paragraph 1 of the articles of association, the acquisition of its shares shall be subject to approval, and the resolution of the general meeting of shareholders shall be adopted; Resolution of the 23rd East general meeting of the company due to the articles of Association; If the company purchases its shares under the circumstances specified in Article 24, paragraph 1 (III), Article 24, paragraph 1, items (III), (V), (VI), (V) and (VI) of the articles of association, it may purchase its shares in accordance with the provisions of the articles of association, which shall be subject to the resolution of the board meeting attended by more than two-thirds of the directors. With the authorization of the board of directors or the general meeting of shareholders, more than two-thirds of the directors attend the resolution of the board of directors of the company to purchase the shares of the company in accordance with paragraph 1 of Article 24 of the articles of association. If it falls under the circumstance of item (I), it shall be transferred to the company within 10 days from the date of acquisition, and the company shall be transferred or cancelled in accordance with paragraph 1 of Article 23 of the articles of Association; If the shares falling under item (III), (V) and (VI) fall under item (I), the total number of shares held by the company shall not exceed 10 days after the company has initiated the transfer or cancellation; 10% of the total number of shares in Item (III) and line, and shall be transferred or cancelled within 3 years.
In the case of items (V) and (VI), the total number of shares held by the company shall not exceed 10% of the total number of issued shares of the company, and shall be transferred or cancelled within 3 years.
Article 29 directors, supervisors and senior managers of the company, directors, supervisors and senior managers of the company, shareholders holding more than 5% of the company's shares, shareholders holding more than 5% of the company's shares, sell the company's shares or other stocks held by them within 6 months after purchase, or sell the equity securities within 6 months after sale, Or buy again within 6 months after the sale, and the proceeds will belong to the company. If the directors of the company buy again within months, the proceeds will belong to the company, and the board of directors of the company will recover the proceeds. However, securities companies will recover their income due to underwriting. However, if a securities company holds more than 5% of the shares due to the exclusive sale of the remaining after-sales shares, the time limit of 6 months is not applicable to the sale of the shares and the holding of more than 5% of the shares, as well as other information tickets stipulated by the CSRC. In shape, the sale of the stock is not subject to the six-month time limit.
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.
Article 40 the general meeting of shareholders is the authority of the company, which shall be exercised according to law. Article 41 the general meeting of shareholders is the authority of the company, which shall exercise the following functions and powers according to law:
（15） Review the equity incentive plan; （15） Review the equity incentive plan and employee stock ownership plan;
（16） Review laws, administrative regulations, departmental rules or the articles of Association (XVI) the company's annual general meeting of shareholders authorizes the board of directors to decide other matters that should be decided by the general meeting of shareholders. If the total amount of the bank's financing does not exceed 300 million yuan and does not exceed 20% of the net assets at the end of the most recent year, the authorization shall expire on the date of the next annual general meeting of shareholders.
（17） Review other matters that should be decided by the shareholders' meeting according to laws, administrative regulations, departmental rules or the articles of association.
Article 41 the following external guarantees of the company shall be approved by the shareholders' meeting. Article 42 the following external guarantees of the company shall be approved by the deliberation meeting of the shareholders' meeting. Pass.
(I) total external guarantees of the company and its holding subsidiaries (I) any guarantee provided after the total amount of external guarantees 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; (II) the total amount of external guarantee of the company exceeds the total assets audited in the latest period; (II) any guarantee provided after the total amount of external guarantee of the company reaches or exceeds 30% of the latest period;
Any guarantee provided after 30% of the audited total assets; (III) the guarantee provided for the guarantee object whose asset liability ratio exceeds 70%;
(III) guarantee provided for the guarantee object with asset liability ratio exceeding 70% (IV) guarantee with single guarantee amount exceeding 10% of the latest audited net assets; protect;
(IV) the amount of a single guarantee exceeds 10% of the latest audited net assets (V) the guarantee provided to shareholders, actual controllers and their related parties.
Guarantee of; (VI) the guarantee amount of the company within one year exceeds 30% of the guarantee assets provided by the company's audited General Manager (V) to shareholders, actual controllers and their related parties in the latest period;
protect. (VII) guarantee provided for other related parties of the company.
(VI) the amount of guarantee within 12 consecutive months exceeds 30% of the total audited assets of the company in violation of the external guarantee Authority approved by the general meeting of shareholders and the board of directors specified in the articles of association in the latest period; The company shall investigate the corresponding legal and economic responsibilities of the responsible person.
(VII) guarantee provided for other related parties of the company. The guarantee in Item (VI) of the preceding paragraph shall be subject to the guarantee in Item (VI) of the preceding paragraph held by the shareholders attending the general meeting of shareholders, and shall be approved by more than two-thirds of the shareholders attending the general meeting of shareholders.
Passed by more than two-thirds of the voting rights held. The company provides guarantee for wholly-owned subsidiaries or guarantee for holding subsidiaries, and other shareholders of holding subsidiaries provide the same proportion of guarantee according to their rights and interests
If it does not harm the interests of the listed company, it may
