Omh Science Group Co.Ltd(300486)
Comparison table of amendments to the articles of Association
Omh Science Group Co.Ltd(300486) (hereinafter referred to as "the company") deliberated and adopted the proposal on Amending the articles of association at the third meeting of the eighth board of directors, and revised some articles of the articles of association.
The specific modifications are as follows:
Serial No. clause before amendment clause after amendment
Article 113 the following matters of the company must be deliberated and approved by the board of directors after the matters occurred in article 113 of the company meet the following standards: if one of the following standards is met, it must be deliberated and approved by the board of directors: (I) the total assets involved in the transaction account for more than 10% of the company's total assets audited in the latest period (I) the total assets involved in the transaction account for more than 10% of the company's total assets audited in the latest period, If the transaction involves more than 10% of the total audited assets, and the total assets involved in the transaction have both book value and assessed value, if the total assets have both book value and assessed value, the higher one shall be taken as the calculation basis; Take the higher one as the calculation basis;
(II) the operating income of the subject matter of the transaction (such as equity) in the most recent (II) the subject matter of the transaction (such as equity) in the most recent accounting year accounts for more than 10% of the audited operating income of the company in the most recent accounting year, more than 10% of the audited operating income in the accounting year, and the absolute amount exceeds 10 million yuan; The absolute amount exceeds 10 million yuan;
(III) the net profit related to the subject matter of the transaction (such as equity) in the most recent accounting year (III) the subject matter of the transaction (such as equity) accounts for more than 10% of the audited net profit of the company in the most recent accounting year, and more than 10% of the audited net profit in the most recent accounting year, and the absolute amount exceeds 1 million yuan; The amount exceeds 1 million yuan;
(IV) the amount of the company's net assets (including the audited debt of the latest period) that exceeds 1 million yuan and the audited debt of the latest period, accounting for more than 100000% of the company's net assets (including the audited debt of the latest period); Above, and the absolute amount exceeds 10 million yuan;
(V) the profit generated from the transaction accounts for more than 10% of the audited net profit of the company in the latest accounting year, and more than 10% of the audited net profit in the last accounting year, and the absolute amount exceeds 1 million yuan; The amount exceeds 1 million yuan;
(VI) if the data involved in the calculation of the above indicators is (VI) considering the application for negative value from banks or other financial institutions, the absolute value shall be taken for calculation. Credit, handling bank loans, issuing bank acceptance bills, (VII) related party transactions with a transaction amount of more than 300000 yuan, such as opening letters of credit or handling bill discount; Proportion of the company's and customs related transactions in the company's total audited assets in the latest period
More than 30% of the transaction amount of the joint legal person is more than 3 million yuan;
Related party transactions accounting for more than 0.5% of the absolute value (VII) of the company's latest audited net assets that the general manager believes need to be submitted to the board of directors for deliberation; matter;
(VIII) to consider applications to banks or other financial institutions; (VIII) to grant credit, handle bank loans, issue bank acceptance foreign exchange or other matters authorized by the general meeting of shareholders to be considered by the board of directors in accordance with laws, administrative regulations and departmental rules. If the data involved in the calculation of the above indicators is negative, take the absolute value of the single transaction accounting for the total audited capital of the company in the latest period.
More than 30% of the production; When the board of directors of the company considers related party transactions, the related directors
(IX) the general manager shall avoid voting on matters that need to be submitted to the board of directors for deliberation.
Matters to be resolved; Major matters of the company shall be collectively decided by the board of directors, which is not stipulated by laws, administrative regulations and departmental rules, or other matters authorized by the shareholders' meeting to be considered by the board of directors. The chief executive, general manager, etc.
When the board of directors of the company considers related party transactions, the related party
Directors shall abstain from voting.
Major matters of the company shall be collectively decided by the board of directors,
It is not allowed to delegate the statutory functions and powers exercised by the board of directors to the directors
The chief secretary, general manager, etc.
Except for the above amendments, other provisions of the articles of association remain unchanged. The amendments to the above provisions need to be submitted to the general meeting of shareholders of the company for deliberation.
Omh Science Group Co.Ltd(300486) board of directors April 22, 2022
