Stock Code: Guangzhou Improve Medical Instruments Co.Ltd(300030) stock abbreviation: Guangzhou Improve Medical Instruments Co.Ltd(300030) Announcement No.: 2022022 bond Code: 112522 bond abbreviation: 17 Yangpu S1
Guangzhou Improve Medical Instruments Co.Ltd(300030) Technology Co., Ltd
Announcement on Amending the articles of Association
The company and all members of its board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
Guangzhou Improve Medical Instruments Co.Ltd(300030) Technology Co., Ltd. (hereinafter referred to as “the company”) held the 17th meeting of the 5th board of directors on April 21, 2022, deliberated and adopted the proposal on Amending the articles of association. The proposal still needs to be submitted to the general meeting of shareholders for deliberation. The details are as follows:
1、 Amendments to the articles of Association
According to the proposal on the proposed change of the company’s registered address, company name and amendment of the articles of association deliberated and approved by the company’s first extraordinary general meeting in 2021, the company has completed the relevant industrial and commercial registration and filing procedures, and now plans to amend the relevant provisions of the company’s articles of association according to the information finally approved by the industry and commerce, At the same time, it is proposed to revise the corresponding provisions of the articles of association in accordance with the relevant provisions of laws, regulations and normative documents such as the company law of the people’s Republic of China, the guidelines for the articles of association of listed companies (revised in 2022), the guidelines for the self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM.
The specific amendments to the articles of association are as follows:
Serial number before and after this revision
Article 2 the company is a joint stock limited company established in accordance with the company law and other relevant provisions. The company is a joint stock limited company established in accordance with the relevant provisions of Guangzhou. The company was established by the overall change of Guang Guangzhou Improve Medical Instruments Co.Ltd(300030) supplies Co., Ltd. and the overall change of Zhou Guangzhou Improve Medical Instruments Co.Ltd(300030) supplies Co., Ltd. 1
Registered with Guangzhou market supervision and Administration Bureau, obtained the business license, registered with the commercial service bureau of Hengqin Guangdong Macao deep cooperation zone, registered with the unified social credit code, obtained the business license, and obtained the unified social credit code 91440101618681696w. 91440101618681696W。
Article 5 company domicile: Huandao, Hengqin New District, Zhuhai Article 5 company domicile: Huandao, Hengqin New District, Zhuhai
2320 office, 23rd floor, South Tower, ICC building, No. 3000 East Road, and 2320 office, No. 3000 East Island Road, with postal code of 519000. 519000。
Article 12 the company shall establish a Communist Party to organize and carry out party activities in accordance with the 3 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 20 the company or its subsidiaries (including the company’s Article 21 the company or its subsidiaries (including the company’s subsidiaries) shall not give gifts, advance funds, guarantee or supplement the company’s subsidiaries) and shall not give gifts, advance funds or bear 4
In the form of compensation or loan, provide any assistance to the person who purchases or intends to purchase the company’s share insurance, compensation or loan. Provide any assistance to persons holding shares in the company.
Article 21 the company may increase its capital in the following ways according to the needs of operation and development. Article 22 the company may increase its capital in the following ways according to the needs of operation and development, in accordance with the provisions of laws and regulations, as required by the general meeting of shareholders, and in accordance with the provisions of laws and regulations, and as decided by the general meeting of shareholders respectively: otherwise, it may increase its capital in the following ways: (I) public offering of shares; (I) public offering of shares;
(II) non public offering of shares; (II) non public offering of shares;
five
(III) distribute bonus shares to existing shareholders; (III) distribute bonus shares to existing shareholders;
(IV) increase the share capital with the accumulation fund; (IV) increase the share capital with the accumulation fund;
(V) laws, administrative regulations and other methods approved by the China Securities Regulatory Commission. Other methods approved by the supervision and Administration Commission (hereinafter referred to as the CSRC).
Article 23 under the following circumstances, the company may not purchase its own shares in accordance with Article 24, in accordance with the provisions of laws, administrative regulations, departmental rules and the articles of association. However, 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) merger with other companies holding shares of the company; (III) use shares for employee stock ownership plan or equity incentive plan 6
(III) use shares for employee stock ownership plan;
Excitation; (IV) the shareholders request the company to purchase their shares due to their objection to the company merger and division resolution made by the general meeting of shareholders; (IV) the shareholders request the company to purchase their shares due to their objection to the company merger and division resolution 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;
Corporate bonds converted into shares; (VI) necessary for the company to maintain the company’s value and shareholders’ rights and interests (VI) necessary for the listed company to maintain the company’s value and shareholders’ rights and interests.
Required.
Except for the above circumstances, the company will not buy or sell the company
Activities of shares.
Article 24 the company may purchase its own shares. Article 25 the company may purchase its own shares through public centralized trading, or through public centralized trading according to laws and regulations, or other methods approved by laws and the CSRC. Political, legal and other methods approved by the CSRC. 7. If the company acquires the shares of the company under the circumstances specified in items (V) and (VI) of the company due to the circumstances specified in Item (III) of paragraph 1 of the articles of association, item (V) and (VI) of paragraph 1 of the articles of association, it shall enter the company through public centralized trading. If the company acquires the shares through public centralized trading, it shall enter the company through public centralized trading. that ‘s ok.
Article 25 Where the company purchases the shares of the company due to the circumstances specified in items (I), (I) and (II) of the articles of association, the shares of the company shall be resolved by the general meeting of shareholders; The company shall be subject to the resolution of the general meeting of shareholders; If the company purchases its shares under the circumstances specified in Article 20, paragraph 1 (III), Article 23, paragraph 1 (III), (V), (VI) and (VI) of the articles of association, or under the circumstances specified in Article 4, paragraph 1 (III), (V), (VI) and (VI), it may purchase its shares in accordance with the provisions of the articles of association or the authorization of the general meeting of shareholders attended by more than two-thirds (2 / 3) of the directors, It was decided at the meeting of the third board of directors. At the meeting of the board of directors attended by more than two thirds of the directors, it is decided that the company shall discuss in accordance with paragraph 1 of Article 23 of the articles of association.
8. After the acquisition of the company’s shares, if the company purchases the company in accordance with paragraph 1 of the articles of association, it shall be cancelled within ten (10) days from the date of acquisition; If the company’s shares fall under the circumstances of item (I), they shall be cancelled within ten (10) days from the date of acquisition if they fall under the circumstances of item (II) and item (IV); (II) transfer or cancellation within six (6) months; In case of items (III) and (IV), the company shall transfer or cancel within six (6) months in case of items (V) and (VI); If the total number of shares held by the company under items (III) and (V) shall not exceed the total number of shares issued by the company under items (VI) and (III), the company shall transfer or cancel within three (3) years when the total number of shares of the company shall not exceed the total number of shares issued by the company. Ten percent (10%) of the amount and shall be transferred or cancelled within three (3) years.
Article 26 the shares of the company may be transferred according to law. Article 27 the company’s shares can be transferred to 9 the company according to law. After the listing of the company’s shares is terminated, the company’s shares will enter the agency transfer.
The share transfer system continues to trade.
Article 29 directors, supervisors and senior managers of the company Article 30 shareholders, directors, supervisors and senior managers who hold more than five percent (5%) of the company’s shares, shareholders who hold more than five percent (5%) of the company’s shares, Sell the company’s shares or other equity securities held by them within six (6) months after purchase, sell them within six (6) months after purchase, or buy them again within six (6) months after sale, or buy them again within six (6) months after sale, and the income from this shall belong to the company, The board of directors of the company will return the income to the company, and the board of directors of the company will recover its income. However, the proceeds from the repurchase of securities companies due to underwriting. However, securities companies that hold more than five percent (5%) of the after-sales surplus stocks and more than five percent (5%) of the shares due to the purchase of the after-sales surplus stocks, as well as other circumstances stipulated by the securities regulatory authority under the State Council and other circumstances stipulated by the CSRC. except.
The directors, supervisors, senior managers referred to in the preceding paragraph, the directors, supervisors, senior managers referred to in the preceding paragraph, the shares held by 10 natural person shareholders or the shares held by other equity natural person shareholders or other equity securities, including the securities held by their spouses, parents and children, including their spouses, parents Shares held by children or by using other people’s accounts or other stocks with shares or by using other people’s accounts or other securities with rights. Securities with equity nature.
If the board of directors of the company fails to comply with the provisions of the first paragraph, the executive shareholders of the board of directors of the company shall have the right to require the board of directors to comply with the provisions of the first paragraph of this article within thirty (30) days. If yes, the shareholders have the right to require the board of directors to implement within thirty (30) days. If the board of directors of the company fails to implement within the above period, the shareholders have the right to implement within 30 days. If the board of directors of the company fails to exercise the right to directly appeal to the people in its own name for the interests of the company within the above-mentioned period, the shareholders have the right to bring a lawsuit in the court in its own name for the interests of the company. Bring a lawsuit directly to the people’s court.
If the board of directors of the company fails to comply with the provisions of paragraph 1 of this article, the responsible directors shall bear joint and several liabilities according to law. In case of execution, the responsible directors shall bear joint and several liabilities according to law.
Article 37 shareholders of the company shall undertake the following obligations: Article 38 shareholders of the company shall undertake the following obligations: 11 (I) abide by laws, administrative regulations and the articles of Association; (I) abide by laws, administrative regulations and the articles of Association; (II) pay in accordance with the shares subscribed and the method of share purchase
