Beijing Dabeinong Technology Group Co.Ltd(002385) amendment to the articles of Association
According to the company law of the people's Republic of China, the securities law of the people's Republic of China and the Shenzhen Stock Exchange
Stock Listing Rules (revised in 2022), Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 1
——Laws and regulations such as "standardized operation of listed companies on the main board" and "guidelines for the articles of association of listed companies (revised in 2022)"
Regulations and normative documents, and in combination with the actual situation of the company, Beijing Beijing Dabeinong Technology Group Co.Ltd(002385) Technology Group (hereinafter referred to as "the company")
The company intends to amend some provisions of the articles of association. The revised contents are as follows:
Original and modified terms
Article 1 in order to protect the legitimate rights and interests of the company, shareholders and creditors, Article 1 of the regulations is to protect the legitimate rights and interests of the company, shareholders and creditors, regulate the organization and behavior of the company in accordance with the company law of the people's Republic of China, and regulate the organization and behavior of the company in accordance with the company law of the people's Republic of China (hereinafter referred to as the company law) and the securities law of the people's Republic of China (hereinafter referred to as the company law) The securities law of the people's Republic of China (hereinafter referred to as the Securities Law) and other relevant provisions, with reference to the securities law of the people's Republic of China (hereinafter referred to as the Securities Law) and other relevant provisions, the guidelines for the articles of association of listed companies (hereinafter referred to as the "guidelines for the articles of association") and the guidelines for the procedures of listed companies (hereinafter referred to as the "guidelines for the articles of association") The articles of association are formulated in the rules for listing shares of Shenzhen Stock Exchange (hereinafter referred to as the "relevant rules for listing shares of China Securities Regulatory Commission and Shenzhen Stock Exchange") and the guidelines for the standardization and customization of listed companies of Shenzhen Stock Exchange (revised in 2020) (hereinafter referred to as the "guidelines for the standardization of operation").
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 23 the company may purchase its own shares in accordance with laws and regulations under the following circumstances. However, in accordance with the provisions of political and legal regulations, departmental rules and the articles of association, the acquisition of shares of the company is excluded from 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 the shares for employee stock ownership plan or equity incentive; (III) award shares to the employees of the company; (IV) the shareholders have objections to the company's merger and division made by the general meeting of shareholders (IV) the shareholders have objections to the company's merger and division resolution made by the general meeting of shareholders and require the company to purchase its shares;
The resolution disagrees and requires the company to purchase its shares. (V) converting shares into convertible shares issued by the company. Except for the above circumstances, the company does not buy or sell live corporate bonds of the company's shares;
Move. (VI) necessary for safeguarding the company's value and shareholders' rights and interests.
Article 24 the company may choose the following parties to purchase its shares. Article 25 the company may purchase its shares through one of the following open methods: centralized trading, or (I) centralized bidding trading at its stock exchange recognized by laws and regulations and the CSRC; He did it in a different way.
(II) method of offer; The company shall adopt other methods approved by the CSRC due to item (III) and item (III) of paragraph 1 of Article 24 of the articles of association. The acquisition of shares of the company under the circumstances specified in items (V) and (VI) shall be carried out through public centralized trading.
Article 25 If the company purchases its shares for the reasons of item (I) of Article 23 to item (III) of paragraph 1 of Article 24 of the articles of association, it shall purchase its shares under the circumstances specified in Item (I) and item (II) of the shareholders' general meeting, and a resolution shall be adopted. The company's acquisition of the company's shares in accordance with Article 23 has been decided by the general meeting of shareholders; If the company falls into the circumstances specified in Item (I) after paragraph 1 of Article 24 of the articles of association, it shall be cancelled within 10 (III), (V) and (VI) days from the date of acquisition; In the case of items (II) and (IV), the shares of the company may be transferred or cancelled within 6 months in accordance with the provisions of this article or the shareholders' meeting. Authorized by the resolution of the board meeting attended by more than two-thirds of the directors. If the company purchases the shares of the company in accordance with item (III) of Article 23 and the company purchases the shares of the company in accordance with paragraph 1 of Article 24 of the articles of association, it will not exceed 5% of the total issued shares of the company; After using the company's shares, if it belongs to the situation in Item (I), the funds that should be acquired on the date of acquisition shall be paid out of the company's after tax profits; Cancellation within 10 days from the date of acquisition; In the case of items (II) and (IV), the shares of the company shall be transferred to the employees within one year. It shall be transferred or cancelled within 6 months; In the case of items (III), (V) and (VI), the total number of shares held by the company shall not exceed 10% of the total issued shares of the company, and shall be transferred or cancelled within 3 years.
Article 29 the directors, supervisors and senior managers of the company, the directors, supervisors and senior managers of the company holding more than 5% of the shares of the company, and the shareholders holding more than 5% of the shares of the company shall sell their shares of the company within 6 months after purchase, Or buy a ticket within 6 months after the sale, or sell other securities with equity nature within 6 months after the purchase, and the proceeds will be owned by the company, and the board of directors of the company will receive it, or buy it again within 6 months after the sale, and the proceeds will be returned to its income. However, the board of directors of the company will recover the income from the remaining after-sales assets purchased by the securities company due to underwriting. However, if the stock holds more than 5% of the shares, the sale of the shares is not subject to the time limit of 5% held by six securities companies due to the purchase of the remaining shares after the package sale. Except for those who hold shares and other circumstances stipulated by the CSRC. If the board of directors of the company fails to implement the provisions of the preceding paragraph, the shareholders have the right to require the directors, supervisors, senior managers and natural persons referred to in the preceding paragraph to implement them within 30 days. If the board of directors of the company fails to hold the shares or other equity securities within the above-mentioned period, including the execution thereof, the shareholders have the right to bring a lawsuit to the people's court in the interests of the company with the shares held by their direct spouses, parents and children in their own name and by using the accounts of others. Or other securities with equity nature.
If the board of directors of the company fails to implement the provisions of paragraph 1, it shall be responsible. If the board of directors of the company fails to implement the provisions of paragraph 1 of this article, the directors appointed by the shareholders shall bear joint and several liabilities according to law. Have the right to require the board of directors to implement 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.
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 41 the general meeting of shareholders is the authority of the company, which shall be exercised according to law. Article 40 the general meeting of shareholders is the authority of the company, which shall exercise the following functions and powers according to law:
Authority:
... (XVIII) review the equity incentive plan and employee stock ownership plan;
（18） Review the equity incentive plan
……
Article 41 the following external guarantees of the company shall be 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:
(I) the amount of a single guarantee exceeds the latest audited net assets of the company (I) the amount of a single guarantee exceeds the latest audited net assets of the company
10% guarantee; 10% guarantee;
(II) the total amount of external guarantees provided by the company and its holding subsidiaries reaches or (II) the total amount of external guarantees provided by the company and its holding subsidiaries exceeds 50% of the latest audited net assets of the company, and any guarantee provided by the company after 50% of the latest audited net assets of the company; Any guarantee; (III) the guarantee provided for the guarantee object whose asset liability ratio exceeds 70% and the guarantee object whose asset liability ratio exceeds 70% as shown in the latest financial statements;
protect; (IV) the accumulative amount of guarantee in the last 12 months exceeds 30% of the company's total assets audited in the latest period in consecutive 12 months;
30% of the total assets audited in phase I; (V) the total amount of guarantee provided by the company and its holding subsidiaries exceeds (V) the guarantee amount within 12 consecutive months exceeds 50% of any audited net assets provided by the company after 30% of the company's audited total assets in the latest period, and the absolute amount exceeds 50 million yuan;
Currency; (VI) guarantees provided to shareholders, actual controllers and their affiliates; (VI) guarantees provided to shareholders, actual controllers and their affiliates; (VII) other guarantees stipulated by the stock exchange or the articles of association. (VII) other guarantees stipulated by the stock exchange or the articles of association. When the general meeting of shareholders deliberates the guarantee proposal for shareholders, actual controllers and their affiliates, when the general meeting of shareholders deliberates the guarantee proposal for shareholders, actual controllers and their affiliates, the shareholders or shares controlled by the actual controller shall not participate in the voting, and other shareholders attending the general meeting of shareholders shall not participate in the voting, The voting shall be adopted by more than half of the voting rights held by the shareholders attending the general meeting of shareholders.
More than half of the voting rights held by other shareholders. The guarantee in Item (IV) of the preceding paragraph shall be guaranteed by the shareholders attending the meeting, and the guarantee in Item (IV) of the preceding paragraph shall be approved by more than 2 / 3 of the voting rights held by the shareholders attending the meeting. More than two-thirds of the voting power passed.
Article 42 the company's foreign investment (including entrusted management; Article 43 the company's foreign investment (including entrusted financial management, finance, entrusted loans, investment in subsidiaries, etc.), leased or leased assets, investment in subsidiaries, etc.), leased or leased assets, signing management contracts (including entrusted operation, entrusted operation, etc.), and signing management contracts (including entrusted operation, entrusted operation, etc.) Gifts or donations, gifts or donated assets (except donated cash assets), creditor's rights or debt assets (except donated cash assets), creditor's rights or debt restructuring, research and restructuring, transfer of research and development projects, signing of license agreements and transfer of Shenzhen development projects, signing of license agreements and other transactions recognized by Shenzhen Stock Exchange meet one of the following standards, If other transactions to be determined meet one of the following standards, they shall be submitted to the shareholders' meeting for deliberation:
