Comparison table of amendments to the articles of Association
(revised in January 2022)
S / N basis for amendment of original clause
Article 2 the company is a joint stock limited company established in accordance with the company law and other relevant provisions. Article 2 the company is a joint stock limited company established in accordance with the company law and other relevant provisions
(hereinafter referred to as the “company”). Company.
1. The company was approved by the Tibet Economic Commission Zhengfu [1998] of the economic and Trade System Reform Commission of the Tibet Autonomous Region. 361 the company was approved by the Tibet Economic Commission Zhengfu [1998] of the economic and Trade System Reform Commission of the Tibet Autonomous Region according to the actual situation and the Zang Zheng Han [1998] No. 71 document of the people’s Government of the Tibet Autonomous Region, It was approved and revised in the form of [1998] No. 361 document and Zang Zheng Han [1998] No. 71 document of the people’s Government of the Tibet Autonomous Region
Li, registered with the Administration for Industry and Commerce of the Tibet Autonomous Region and obtained a business license. The business license was established in the form of sponsorship, registered with the market supervision administration of the Tibet Autonomous Region and obtained a business license
The number is 5400000100825. Business license, unified social credit Code: 915400007109040550.
Article 16 the par value of the shares issued by the company shall be indicated in RMB. Article 16 the par value of the shares issued by the company shall be indicated in RMB, with a par value of 1 yuan per share. Revise according to the actual situation
Article 18 the promoters of the company are Tibet Summit Resources Co.Ltd(600338) motorcycle industry company, Tibet Autonomous Region Article 18 the promoters of the company are Tibet Summit Resources Co.Ltd(600338) motorcycle industry company, Tibet self current promoters trust and investment company, Tibet Autonomous Region native and livestock products import and export company, Tibet International Economic and technological cooperation region trust and investment company Neither the Tibet Autonomous Region native and livestock products import and Export Corporation nor the Tibet International Economic and Trade Co., Ltd. holds 3 companies and Tibet Saiya economic and trade service company, holding 0 shares, 35.75 million shares, 0 shares, 108.3 technical cooperation company and Tibet Saiya economic and trade service company respectively. Among the promoters, Tibet Summit Resources Co.Ltd(600338) motorcycle shares, the original articles of association table has 10000 shares and 1083000 shares. Among the promoters, Tibet Summit Resources Co.Ltd(600338) motorcycle industry company has converted part of its net assets owned and confirmed by the industrial company into shares. Other statements are ambiguous. Due to the conversion of part of its net assets confirmed by evaluation into shares, All other parties subscribe for shares of the company with monetary funds, and all parties subscribe for shares of the company with monetary funds. Delete the number of shares held by this company. According to.
Article 19 the total number of shares of the company is 914210168, all of which are ordinary shares. Article 19 the total number of shares of the company is 914210168, all of which are ordinary shares in RMB. Revise according to the actual situation
Article 23 the company may comply with laws, administrative regulations and departmental rules under the following circumstances. Article 23 the company may comply with laws, administrative regulations and departmental rules under the following circumstances
And the articles of association: to purchase the shares of the company in accordance with the provisions of the rules and the articles of association: to reduce the registered capital of the company in accordance with the company law and 5 (I); (I) reduce the registered capital of the company; The articles of Association (II) of a listed company is merged 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; (III) use shares for employee stock ownership plan or equity incentive;
(IV) the shareholders hold objections to the resolutions on the merger and division of the company made by the general meeting of shareholders, and require the company (IV) the shareholders hold objections to the resolutions on the merger and division of the company made by the general meeting of shareholders, and require the company to
Acquisition of its shares. The company acquires its shares.
(V) converting shares into convertible corporate bonds issued by listed companies; (V) converting shares into convertible corporate bonds issued by listed companies;
(VI) it is necessary for a listed company to safeguard the company’s value and shareholders’ rights and interests. (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 does not engage in the trading of shares of the company. Except for the above circumstances, the company shall not acquire the shares of the company.
The circumstances referred to in Item (VI) of the preceding paragraph shall meet one of the following conditions: the circumstances referred to in Item (VI) of the preceding paragraph shall meet one of the following conditions:
(I) the closing price of the company’s shares is lower than the net assets per share in the latest period; (I) the closing price of the company’s shares is lower than the net assets per share in the latest period;
(II) the closing price of the company’s shares has decreased by 30% in 20 consecutive trading days; (II) the closing price of the company’s shares has decreased by 30% in 20 consecutive trading days;
(III) other conditions stipulated by the CSRC. (III) other conditions stipulated by the CSRC.
Article 24 the company may acquire its shares through public centralized trading, or the company may acquire its shares through public centralized trading parties
It shall be conducted in accordance with laws and regulations and other ways approved by the CSRC. Or other methods approved by laws and regulations and the CSRC.
6. The company has improved its description due to items (III), (V) and (VI) of paragraph 1 of Article 23 of the articles of association due to items (III), (V) and (VI) of Article 23 of the articles of association
In the case of purchasing the shares of the company, it shall be carried out through public centralized trading. In the case of purchasing the shares of the company under the circumstances specified in this article, it shall be carried out through public centralized trading
that ‘s ok
Article 25 the company is due to items (I) and (II) of Article 23 of the articles of association. Article 25 the company is due to items (I) and (II) of paragraph 1 of Article 23 of the articles of association
The acquisition of shares of the company shall be subject to the resolution of the general meeting of shareholders. If the company purchases its shares for the reasons specified in item of Article 23 of the articles of association, it shall be subject to the resolution of the general meeting of shareholders. company
In the case of purchasing shares of the company under the circumstances specified in items (III), (V) and (VI), items (III), (V) and (VI) of paragraph 1 of Article 23 of the articles of association may be used
In the case of purchasing the shares of the company in accordance with the provisions of the articles of association or the authorization of the general meeting of shareholders and with the attendance of more than two-thirds of the directors, the presence of more than two-thirds of the directors shall be required
Resolutions of the board meeting. Resolutions of the board meeting.
7 if the company’s acquisition of the company’s shares in accordance with Article 23 falls under item (I), the company’s acquisition of the company’s shares in accordance with paragraph 1 of Article 23 falls under item (I)
It shall be cancelled within 10 days from the date of acquisition; If it falls under items (II) and (IV), it shall be cancelled within 10 days from the date of acquisition; Belonging to item (II) and
It shall be transferred or cancelled within 6 months; In the case of items (III), (V) and (VI) (IV), it shall be transferred or cancelled within 6 months; Belonging to item (III)
In case of item, the total number of shares of the company held by the company shall not exceed the total number of issued shares of the company. In case of item (V) and (VI), the total number of shares of the company held by the company shall not exceed
And shall be transferred or cancelled within three years. It may exceed 10% of the total issued shares of the company and shall be transferred or noted within 3 years
Pin.
Article 29 the directors, supervisors and senior managers of the company who hold 5% of the shares of the company are the directors, supervisors and senior managers of the company Shareholders holding shares of the company shall sell their shares of the company within 6 months after purchase in accordance with the securities law, or sell their shares of the company or other equity certificates held by shareholders selling more than 5% (revised in 2019)
If the securities are purchased within 6 months after the purchase, the proceeds therefrom shall belong to the company, and the board of directors of the company shall sell the recovered securities within 6 months after the purchase, or buy them again within 6 months after the sale, resulting in the proceeds of Article 44. However, if a securities company holds more than 5% of the proceeds from the purchase of after-sales surplus shares due to underwriting, the company will own the proceeds, and the board of directors of the company will recover the proceeds. However, where shares are sold in accordance with the relevant provisions of the securities, the sale of the shares is not subject to the six-month time limit. Where a securities company holds more than 5% of the shares due to the purchase of the remaining after-sales shares by underwriting, and there are amendments by the state
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 board of directors to implement other circumstances specified by the securities regulatory authority of the Executive Yuan within 30 days.
that ‘s ok. If the board of directors of the company fails to execute within the above-mentioned period, the shareholders shall have the right to use the shares held by the directors, supervisors, senior managers and natural person shareholders mentioned in the preceding paragraph for the benefit of the company
Bring a lawsuit directly to the people’s court in the name of. Other equity securities, including those held by their spouses, parents and children, and interest
If the board of directors of the company fails to comply with the provisions of paragraph 1, the responsible directors shall jointly and severally use the shares or other equity securities held in other people’s accounts according to law.
Responsibility. If the board of directors of the company fails to implement the provisions of paragraph 1 of the preceding paragraph, the shareholders have the right to require the board of directors to
Within 30 days. If the board of directors of the company fails to execute within the above period, the shareholders have the right to
The interests of the company shall directly bring a lawsuit to the people’s court in its own name.
If the board of directors of the company fails to implement the provisions of paragraph 1, the responsible directors shall bear the responsibilities according to law
joint responsibility.
