Inkon Life Technology Co.Ltd(300143)
Comparison table of amendments to the articles of Association
Inkon Life Technology Co.Ltd(300143) (hereinafter referred to as "the company") deliberated and adopted the proposal on Amending the articles of association at the 19th (Interim) meeting of the Fifth Board of directors, and modified some articles of the articles of association. The specific amendments are as follows:
Before and after revision
Article 1 in order to safeguard the legitimate rights and interests of Inkon Life Technology Co.Ltd(300143) Technology Co., Ltd. Article 1 to safeguard the legitimate rights and interests of Inkon Life Technology Co.Ltd(300143) (hereinafter referred to as the company), shareholders and creditors (hereinafter referred to as the "company"), shareholders and creditors, standardize their rights and interests, and standardize the organization and behavior of the company, According to the organization and behavior of the people's Republic of China, according to the company law of the people's Republic of China, the company 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 the securities law of the people's Republic of China (hereinafter referred to as the Securities Law) These provisions and these articles of association are formulated by Shenzhen Stock Exchange listed companies, Shenzhen Stock Exchange GEM listed companies standardized operation self regulatory guidelines No. 2 - GEM listed companies standardized operation guidelines (hereinafter referred to as the normative guidelines), other relevant regulations (hereinafter referred to as the normative guidelines) and other relevant provisions. constitution.
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.
Due to the new articles, the contents of the article number changes involved in the quoted articles in the full text of the articles of association will be changed synchronously
Article 23 the original company may purchase the shares of the company under the following circumstances. However, in accordance with laws, administrative regulations, departmental rules and the articles of association, except under any of the following circumstances:
To purchase the shares of the company: (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) cooperate with other companies holding shares of the company (III) use shares for employee stock ownership plan or equity incentive; And;
(III) use shares for employee stock ownership plan or equity (IV) shareholders' incentive for company merger and division made to the general meeting of shareholders; Making a resolution to request the company to purchase its shares;
(IV) a shareholder requests the company to purchase its shares because he disagrees with the resolution made by the general meeting of shareholders on (V) conversion of shares into convertible shares issued by the company, merger and division; Corporate bonds with notes;
(V) conversion of shares into shares issued by a listed company; (VI) necessary for the company to maintain the company's value and shareholders' rights and interests. Corporate bonds converted into shares;
(VI) it is necessary for a listed company to safeguard the company's value and shareholders' rights and interests.
Except for the above circumstances, the company will not buy or sell the company's shares
Before and after revision
Share your activities.
Article 24 the original company may purchase its own shares, and Article 25 the company may purchase its own shares by means of public centralized trading, or by means of laws, regulations and public centralized trading, or by other means recognized by laws, administrative regulations and the CSRC. Other methods approved by the CSRC.
Article 29 directors, supervisors and senior managers of the company Article 30 directors, supervisors, senior managers, managers and shareholders holding more than 5% of the company's shares will have more than 5% of the company's shares, Sell the company's shares held by them, the company's shares or other equity notes or other equity securities held by them within 6 months after purchase, sell them within 6 months after purchase, or sell them after sale, or buy them again within 6 months after sale, and the resulting income is purchased again within 6 months, and the resulting income belongs to the company, The profit belongs to the company, and the board of directors of the company will recover its income. The board of directors of the company will recover its income. The board of directors of the company shall recover its income and disclose its income in a timely manner, and disclose the following contents in a timely manner:
(I) illegal trading of shares by relevant personnel; (I) illegal trading of shares by relevant personnel;
(II) remedial measures taken by the company; (II) remedial measures taken by the company;
(III) calculation method of income and income recovered by the board of directors (III) calculation method of income and specific conditions of income recovered by the board of directors; Physical condition;
(IV) other matters required to be disclosed by Shenzhen Stock Exchange (IV) other matters required to be disclosed by Shenzhen Stock Exchange. Item. However, a securities company holds more than 5% of the remaining after-sales shares purchased by an exclusive sale, and holds more than 5% of the shares with the securities regulatory authority under the State Council, as well as other circumstances stipulated by the securities regulatory authority under the State Council.
Except for other circumstances stipulated by the supervision and administration organ. The directors, supervisors, senior managers and natural persons referred to in the preceding paragraph, the directors, supervisors, senior managers referred to in the preceding paragraph, the stocks or other securities with equity nature held by shareholders, including the stocks or other securities with equity nature held by natural person shareholders, including those held by their spouses, parents and children and held in other people's accounts, including their spouses, parents Shares or other equity securities held by children. Shares held in other people's accounts or other equity securities that the board of directors of the company does not implement in accordance with the provisions of paragraph 1 of this article shall be pledged.
Dong has the right to require the board of directors to implement it within 30 days. If the board of directors of the company fails to implement the provisions of the preceding paragraph and the shareholders implement it within the above-mentioned period, the shareholders have the right to require the board of directors to implement it within 30 days for the benefit of the company. The board of directors of the company has directly brought a lawsuit to the people's court in its own name. If the execution is not carried out within the above-mentioned period, the shareholders shall have the right to directly bring a lawsuit to the people's court in their own name for the benefit of the company's board of directors failing to carry out the execution in accordance with the provisions of paragraph 1 of this article. 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, the responsible directors shall bear joint and several liabilities according to law.
Former Article 30 directors, supervisors and senior management of the company Article 31 directors, supervisors, senior management, personnel The securities affairs representative and the spouse of the above-mentioned personnel shall not exist in the following securities affairs representative and the spouse of the above-mentioned personnel during the following periods, and shall not buy or sell the company's shares and their derivatives during the following periods:
(I) thirty days before the announcement of the company's annual report and semi annual report (I) within thirty days before the announcement of the company's regular report, if the announcement of the annual report and semi annual report is delayed for special reasons, the announcement date of the annual report and semi annual report shall be calculated from the thirty days before the original scheduled announcement date; From 30 days before the original appointment announcement to (II) the company's quarterly report, performance forecast and performance express before the announcement
Before and after revision
One day; Within ten days before the notice;
(II) ten (III) days prior to the announcement of the company's performance forecast and performance express; Major events that have a great impact on the price or investment decision (III) from the date when it may affect the company's shares and their derivatives or enter the decision-making process to the date of disclosure according to law; (IV) the period from the date of the occurrence of the event or the date of entering the decision-making procedures as stipulated by the CSRC and Shenzhen Stock Exchange to other periods according to law.
Within two trading days after disclosure; The controlling shareholders and actual controllers shall not buy or sell the shares of Companies in the city specified by the CSRC and Shenzhen stock exchange during the following periods:
Other periods. (I) within 30 days before the company's annual report, if the controlling shareholder or actual controller is not allowed to buy or postpone the announcement date of the annual report due to special reasons, the shares of the listed company shall be sold from 30 days before the original scheduled announcement date to the day before the announcement;
(I) 30 days before the company's annual report, and (II) 10 days before the announcement of the company's performance forecast and performance express due to special reasons; If the announcement date of the annual report is delayed due to reasons, it shall be calculated from the 30 days before the possible trading price of the company's shares and their derivatives in the original scheduled announcement (III) until the day before the announcement; (II) ten days before the announcement of the company's performance forecast and performance express or the date of entering the decision-making process, to two trading days after the disclosure according to law; Inside;
(III) major events that may have a great impact on the trading price or investment decision of the company's shares and their derivatives (IV) as stipulated by the CSRC and Shenzhen Stock Exchange. From the date of occurrence of the event or the date of entering the decision-making procedure to two trading days after the following entities are legally prohibited from trading in the shares of the listed company during the period listed in the preceding paragraph; Copies:
(IV) other periods specified by the CSRC and Shenzhen Stock Exchange (I) directly or indirectly controlled by the controlling shareholder and actual controller. Legal person or unincorporated organization under the system of law;
During the period listed in the preceding paragraph, the following entities shall not buy or sell the company shares of listed (II) controlling shareholders and actual controllers who are natural persons: spouses and minor children.
(I) legal person or unincorporated organization directly or indirectly controlled by the controlling shareholder or actual controller;
(II) if the controlling shareholder or actual controller is a natural person, his spouse and minor children.
Former Article 41, paragraph 1, Article 42, paragraph 1
The controlling shareholders, actual controllers and other controlling shareholders, actual controllers and their affiliates of other enterprises under their control shall not take advantage of customs clearance, and shall not take advantage of related party transactions, profit distribution, asset restructuring, joint transactions, profit distribution, asset restructuring, foreign investment, capital accounting for foreign investment, capital occupation, guarantee, advance expenses and other uses, guarantees Advance expenses and other means directly or indirectly occupy the company's funds and assets, damage the company's funds and assets, and damage the legitimate rights and interests of the company and other shareholders. The legitimate rights and interests of the company and other shareholders.
Original Article 44 the general meeting of shareholders is the power organ of the company. Article 45 the general meeting of shareholders is the power organ of the company, which shall be constituted according to law and exercise the following functions and powers according to law: exercise the following functions and powers:
(I) determine the company's business policy and investment plan; (I) determine the company's business policy and investment plan;
(II) election and replacement of directors not held by employee representatives (II) election and replacement of directors not held by employee representatives
Before and after revision
To decide on the remuneration of directors and supervisors; To the supervisors and decide on the remuneration of directors and supervisors;
(III) review and approve the report of the board of directors; (III) review and approve the report of the board of directors;
(IV) review and approve the report of the board of supervisors; (IV) review and approve the report of the board of supervisors;
(V) review and approve the company's annual financial budget; (V) review and approve the company's annual financial budget plan, resolution and final account plan; Calculation scheme;
(VI) review and approve the company's profit distribution plan and (VI) review and approve the company's profit distribution plan and loss recovery plan; Losing party
