Suzhou Chunxing Precision Mechanical Co.Ltd(002547)
Amendment to the articles of Association
Upon deliberation and approval of the 9th meeting of the 5th board of directors of Suzhou Chunxing Precision Mechanical Co.Ltd(002547) (hereinafter referred to as "the company"), the articles of association are proposed to be revised as follows:
Revised articles of Association
Article 2 the company is a joint stock limited company established in accordance with the company law and other relevant regulations. A joint stock limited company established in accordance with the provisions.
The company was wholly changed and established by Suzhou Suzhou Chunxing Precision Mechanical Co.Ltd(002547) Co., Ltd., and the company was wholly changed and registered by Suzhou Suzhou Chunxing Precision Mechanical Co.Ltd(002547) Co., Ltd. in Jiangsu Administration for Industry and commerce, obtained a business license, registered with Jiangsu market supervision administration, obtained a license, unified social credit Code: obtained a business license, unified social credit Code:
91320000832592061P。 91320000832592061P。
Article 23 under the following circumstances, the company may not purchase its own shares in accordance with Article 23 of the law. However, in accordance with laws, administrative regulations, departmental rules and the articles of association, except under any of the following circumstances:
Purchase of 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 ESOP or equity incentive (III) use shares for ESOP or equity incentive;
Excitation; (IV) the shareholders request the company to purchase their shares due to the company merger made by the general meeting of shareholders, (IV) the shareholders disagree with the company merger and division resolution made by the general meeting of shareholders; Make a resolution to dissent and require the company to acquire its shares; (V) converting shares into convertible bonds issued by listed companies;
Corporate bonds that are shares; (VI) necessary for the company to safeguard the company's value and shareholders' rights and interests (VI) necessary for the listed company to safeguard the company's value and shareholders' rights and interests.
Required. Except for the above-mentioned circumstances of the company, the company shall not carry out the trading of shares. Activities. Article 24 a company may choose to purchase its own shares in accordance with Article 24. The company may purchase its own shares in one of the following ways: through public centralized trading or (I) centralized bidding trading in legal and administrative stock exchanges; Regulations and other methods approved by the CSRC. (II) method of offer; The company purchases the company in accordance with the circumstances specified in items (III), (V) and (VI) of Article 23 of the articles of association and other ways approved by the CSRC. The shares of the company shall be traded through public centralized trading in accordance with items (III) and (V) of Article 23 of the articles of association. When purchasing the shares of the company, the company shall perform the obligation of information disclosure in accordance with the provisions of the securities law. It shall be conducted through open centralized trading. When purchasing the shares of the company, the company shall perform the obligation of information disclosure in accordance with the provisions of the securities law. Article 28 the shares of the company held by the promoters shall not be transferred within one year from the date of establishment of the company. The company shall not be transferred within one year from the date of establishment of the public company. The shares issued before the company's public shares and the shares issued before the company's shares are issued in securities trading shall not be transferred within 1 year from the date of listing and trading of the company's shares on the stock exchange. The securities exchange shall not transfer within one year from the date of listing and trading. The directors, supervisors and senior managers of the company shall apply to the company. The directors, supervisors and senior managers of the company shall report to the company the shares of the company they hold and their changes, and report the shares of the company they hold and their changes when they are in office. The shares transferred each year during their term of office shall not exceed the shares they hold, and the shares transferred each year during their term of office shall not exceed 25% of the total shares of the company they hold; 25% of the total shares of the company held by the company (no transfer within one year from the date of listing and trading due to judicial compulsory holding of shares. The above-mentioned people's Bank, inheritance, legacy, legal division of property, etc. lead to the non transfer of the shares of the company held by the shareholders within six months after their resignation, except for the change of the shares of the company held by them); The shares of the company held are from the shares of the company. If the regulatory authority has other provisions, such provisions shall prevail. The ticket shall not be transferred within one year from the date of listing and trading. The above-mentioned personnel shall not transfer their shares of the company within half a year after their resignation. If the regulatory authority has other provisions, such provisions shall prevail.
Article 29 the directors, supervisors and senior managers of the company and the directors, supervisors and senior managers of the company who hold more than 5% of the shares of the company shall sell their own shares and shareholders holding more than 5% of the shares of the company within 6 months after buying the shares of the company or other securities with equity nature, Or the securities are sold within 6 months after the sale, or the securities are bought within 6 months after the sale, and the resulting income belongs to the company. The directors of the company buy again within 6 months, and the resulting income belongs to the company. The board of directors will recover its income. However, the board of directors of the company will recover the income from the purchase of securities companies. However, if a securities company holds more than 5% of the shares due to the purchase of the remaining shares after the package sale and has other circumstances specified by the securities regulatory authority under the State Council, except those specified by the CSRC. Except in other cases.
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If the board of directors of the company fails to comply with the provisions of the preceding paragraph, the shareholders have the right to require the board of directors to comply with the provisions of paragraph 1 of this article within 30 days.
The board of directors of the company has the right to require the board of directors to implement within 30 days. If the company executes within the above-mentioned time limit, the shareholders have the right for the interests of the company. If the board of directors fails to execute within the above-mentioned time limit, the shareholders have the right to directly bring a lawsuit to the people's court in their own name. If the board of directors of a company fails to implement the provisions of the first paragraph in its own name directly to the people's law in the interests of the company, it shall be liable to file a lawsuit in the court.
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.
Article 40 the general meeting of shareholders is the authority of the company. According to law, the general meeting of shareholders is the authority of the company and exercises the following functions and powers in accordance with the law:
（1） Decide on the company's business policy and investment plan; （1） Decide on the company's business policy and investment plan;
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（15） Review the equity incentive plan; （15） Review the equity incentive plan and employee stock ownership plan; （16） Review the company's acquisition of the company's shares under the circumstances specified in items (I) and (II) of Article 23 of the articles of Association; Share matters of the company;
（17） Review laws, administrative regulations, departmental rules or other matters that shall be decided by the general meeting of shareholders in accordance with the provisions of laws, administrative regulations, departmental rules or this procedure. Other matters that shall be decided by the general meeting of shareholders as stipulated in the articles of association. Article 41 an external guarantee shall be subject to the consent of more than two-thirds of the directors present at the board meeting, or the consent of more than two-thirds of the directors present at the shareholders' meeting, or the approval of the shareholders; Without the approval of the board of directors or the general meeting of shareholders, the approval of the general meeting of the listed company; No guarantee shall be provided without the approval of the board of directors or the general meeting of shareholders. The municipal company shall not provide external guarantee.
The following external guarantees of the company shall be examined and approved by the board of directors. The following external guarantees of the company shall be submitted to the general meeting of shareholders for deliberation and approval after the deliberation of the board of directors: after the deliberation, they shall be submitted to the general meeting of shareholders for deliberation and approval:
(I) the amount of a single guarantee exceeds 10% of the listed company's latest calculated net assets; Audit the guarantee of 10% of net assets;
(II) the total amount of external guarantees provided by the listed company and its holding subsidiaries (II) the amount of external guarantees provided by the listed company and its holding subsidiaries exceeds 50% of the total audited net assets of the listed company in the latest period and exceeds any guarantee provided after the audited net assets of the listed company in the latest period; Any guarantee provided after 50%;
(III) providing guarantee for the guarantee object with asset liability ratio exceeding 70% (III) providing guarantee for the guarantee object with asset liability ratio exceeding 70%; Guarantee for supply;
(IV) the amount of guarantee within 12 consecutive months exceeds 30% of the company's latest audited total assets in the most recent (IV) consecutive 12 months; 30% of the total assets audited in the latest period;
(V) any RMB 10000 provided after the guarantee amount exceeds the total amount of external guarantee of the company in the latest (V) period for 12 consecutive months, exceeds 50% of the audited net assets in the latest period and the absolute amount exceeds 30% of the audited total assets of 5000; Any guarantee;
(VI) the amount of guarantee provided to shareholders, actual controllers and their affiliates for (VI) consecutive 12 months exceeds the maximum guarantee of the company; 50% of the audited net assets in the latest period and the absolute amount exceeds (VII) other 50 million yuan stipulated by Shenzhen Stock Exchange or the articles of Association;
Guarantee situation. (VII) provide guarantee to shareholders, actual controllers and their affiliates when the general meeting of shareholders deliberates the guarantee matters in Item (IV) of the preceding paragraph; When it is approved by more than two-thirds (Ⅷ) of the voting rights held by the shareholders attending the meeting or as stipulated in the articles of association of Shenzhen Stock Exchange. He has no guarantee.
When the general meeting of shareholders deliberates the guarantee matters in Item (IV) of the preceding paragraph,
It shall be approved by more than two-thirds of the voting rights held by the shareholders attending the meeting.
If the board of directors or the general meeting of shareholders of the company violates the approval authority and deliberation procedures of guarantee matters specified in this article, relevant personnel shall be investigated for responsibility according to the size of the loss and the seriousness of the circumstances.
Article 49 If the board of supervisors or shareholders decide to convene a shareholders' meeting on their own, they shall notify the board of directors in writing. If the board of supervisors or shareholders decide to convene a shareholders' meeting on their own, they shall notify the board of directors in writing. At the same time, they shall report to the agency dispatched by the CSRC and the stock exchange where the securities are located for the record. Record of the exchange. Before the announcement of the resolution of the general meeting of shareholders, if the shareholding ratio of the convening shareholders is not before the announcement of the resolution of the general meeting of shareholders, the shareholding ratio of the convening shareholders may be less than 10%. Not less than 10%.
The notice of the shareholders' meeting and the resolution of the shareholders' meeting shall be sent to the stock exchange when the notice of the shareholders' meeting and the resolution of the shareholders' meeting are submitted to the stock exchange. Relevant supporting materials.
Article 77 the following matters shall be adopted by special resolution of the general meeting of shareholders Article 77 the following matters shall be adopted by special resolution of the general meeting of shareholders:
