Securities code: 300523 securities abbreviation: Beijing Global Safety Technology Co.Ltd(300523) Announcement No.: 2022-001 Beijing Global Safety Technology Co.Ltd(300523)
Announcement of resolutions of the 29th meeting of the third board of directors
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
1、 Convening of board meeting
The 29th meeting of the third board of directors of Beijing Global Safety Technology Co.Ltd(300523) (hereinafter referred to as "the company") was held in the company's conference room on January 11, 2022 by means of on-site and communication voting. The notice of the meeting was delivered to all directors by mail, telephone, oral and other means on January 6, 2022. The meeting was convened and presided over by Mr. Yuan Hongyong, chairman of the board of directors. 9 directors should attend the meeting and 9 directors actually attended the meeting. The convening of the meeting shall comply with the provisions of relevant laws, administrative regulations, departmental rules, normative documents and the articles of association.
2、 Deliberations of the board meeting
1. Deliberated and passed the proposal on Amending the articles of Association
The board of directors agrees that in accordance with the securities law of the people's Republic of China, the Listing Rules of the gem of Shenzhen Stock Exchange, the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange, the regulations of the Communist Party of China on the work of grass-roots organizations of state-owned enterprises (for Trial Implementation) and other relevant laws, regulations and normative documents, and in combination with the actual situation of the company, Amend the corresponding provisions of the articles of association.
The revision of the articles of association is as follows:
Before and after revision
Article 2 the company is formed 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 limited by shares (hereinafter referred to as "the company").
The company is established by Beijing chen\'an Weiye Technology Co., Ltd. (hereinafter referred to as "the company" by Beijing chen\'an Weiye Technology Co., Ltd. according to law); The company is established in Beijing; The company was registered with Haidian Branch of Beijing Administration for Industry and Commerce and Haidian Branch of Beijing Administration for Industry and commerce, and obtained the business license of enterprise legal person (the unified social credit code is the license (the unified social credit code is 91110108783233053a). 91110108783233053A）。
Article 9 the company is established in accordance with the articles of association of the Communist Party of China
The organization of the Communist Party of China should carry out party activities, establish the party's working organization, equip and strengthen the party affairs staff, and ensure the work funds of the party organization.
Article 12 after registration according to law, the business scope of the company is: technology development article 13 after registration according to law, the business scope of the company is: technology development, development, technical services, technology promotion, technology consulting and technology transfer; Basic technical services, technology promotion, technical consultation and technology transfer; Basic software services, basic software services, application software services, computer system integration, surveying and mapping services, application software services, computer system integration; Sales of computer and software services; Sales of computers, software and auxiliary equipment, mechanical equipment, safety and auxiliary equipment, mechanical equipment, safety technology prevention products, self-developed full technology prevention products, self-developed products and automobiles; Technology import and export products and automobiles; Technology import and export, goods import and export, agency import and export; Survey and export, import and export of goods, import and export agency. (2) enterprises shall independently choose the second type of value-added telecommunications services according to law. (enterprises shall independently choose business items and carry out business activities in accordance with the law; carry out business activities in accordance with the approved items in accordance with the law; carry out business activities in accordance with the approved contents in accordance with the second type of value-added telecommunications services and the approved contents in accordance with the law after being approved by the relevant departments; it is prohibited by the industrial policy of this Municipality to carry out business activities in accordance with the approved items and the approved contents after being approved by the relevant departments Stop and restrict the business activities of projects.) Moving; It is not allowed to engage in the business activities of projects prohibited and restricted by the industrial policies of this Municipality.)
Article 20 under the following circumstances, the company may purchase the shares of the company in accordance with the provisions of laws, administrative regulations, departmental rules and the articles of association in accordance with laws, administrative regulations, departmental rules and the articles of association, Acquisition of shares of the company: (I) reduction of the company's registered capital;
(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;
(III) use shares for employee stock ownership plan or equity incentive; (IV) the shareholders request the company to purchase their shares due to their objection to the merger or division of the company made by the general meeting of shareholders (IV) the shareholders request the company to purchase their shares due to their objection to the merger or division of the company made by the general meeting of shareholders;
Dissenting from the resolution and requiring the company to purchase its shares; (V) converting shares into convertible shares issued by listed companies; (V) converting shares into convertible corporate bonds issued by listed companies;
Corporate bonds of stocks; (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 shall not purchase its own shares. Move.
Except for the above circumstances, the company shall not purchase the shares of the company.
Article 21 the company may purchase shares through public centralized trading. Article 22 the company may purchase shares through public centralized trading, or other methods recognized by laws, regulations and the CSRC, or other methods recognized by laws, regulations and the CSRC.
that 's ok.
Where the company purchases its shares due to the circumstances specified in Item (III) of paragraph 1 of Article 20 and item (V) of Article 21, item (III), item (V) and item (VI) of the articles of association, it shall purchase its shares under the circumstances specified in item and item (VI), which shall be carried out through public centralized trading. Open centralized trading.
Article 22 Where the company purchases its shares under the circumstances specified in Item (I) of Article 21 and item (II) of paragraph 1 of Article 21 of the articles of association, it shall purchase its shares under the circumstances specified in Item (I) and item (II) of Article 21 of the articles of Association, and it shall be subject to the resolution of the general meeting of shareholders; The company has made a resolution at the East general meeting due to paragraph 1 (III) of Article 20 of the articles of Association; If the company purchases the shares of the company under the circumstances specified in items (III), (V) and (VI) of paragraph 1 of Article 21 of the articles of association, the shares may be purchased in accordance with the provisions of the articles of association or the authorization of the shareholders' meeting, or in accordance with the provisions of the articles of association or the authorization of the shareholders' meeting, Resolutions of the board meeting attended by more than two-thirds of the directors. Resolutions of the board meeting attended by the above directors.
After the company purchases the company's shares in accordance with paragraph 1 of Article 20 of the articles of association, if the company purchases the company's shares in accordance with paragraph 1 of Article 21 of the articles of association, it shall be cancelled within 1010 days from the date of acquisition if it belongs to item (I); In case of items (II) and (IV), it shall be cancelled within days; In the case of items (II) and (IV), it shall be transferred or cancelled within 6 months; It belongs to item (III) and is transferred or cancelled within the sixth month; In case of items (III), (V), (V) and (VI), and in case of item (VI) of the company jointly held by the company, the total number of shares held by the company shall not exceed 10% of the total issued shares of the company, and shall not exceed 10% of the total issued shares of the company, And shall be transferred or cancelled within 3 years. The subscriber logs out.
Article 28 the company's directors, supervisors, senior managers and shareholders holding more than 5% of the company's shares shall sell their shares of the company or Article 27 the company's directors, supervisors, senior managers and other equity securities within 6 months after purchase, Or the shareholders with more than 5% of the company's shares buy the company's shares within 6 months after they sell them, and the resulting income belongs to the company. If the company sells them within 6 months after they buy them, or buys them again within 6 months after they sell them, the board of directors of the company will recover their income. However, if a securities company purchases the remaining stocks on an exclusive basis, and the proceeds therefrom belong to the company, and the board of directors of the company sells the remaining stocks and holds more than 5% of the shares, the proceeds from selling the stocks will not be refunded. However, the time limit for the remaining six months after purchase and after-sales of securities companies due to underwriting is limited.
If a shareholder holds more than 5% of the shares, the sale of the shares is not subject to the restriction on the holding of directors, supervisors, senior managers and natural person shareholders mentioned in the preceding paragraph for six months. If some stocks or other securities with the nature of equity, including their spouses and the board of directors of the parent company, fail to implement the provisions of the preceding paragraph, the shareholders have the right to require the shares held by their parents and children and by using other people's accounts or other securities to be implemented by the board of directors within 30 days. The board of directors of the company has not the equity securities within the above-mentioned period.
In case of execution, the shareholders have the right to direct the board of directors of the company in their own name for the benefit of the company. If the board of directors fails to execute in accordance with paragraph 1 of this article, the shareholders have the right to bring a lawsuit to the people's court. The board of directors is required to implement it within 30 days. If the board of directors of the company fails to implement the provisions of paragraph 1 within the above-mentioned period, and the board of directors of the company is responsible for the implementation, the shareholders have the right to bear joint and several liabilities directly to the appointed directors in their own name for the interests of the company. The people's court brought a lawsuit.
If the board of directors of the company fails to implement the provisions of paragraph 1 of this article, the responsible directors shall bear joint and several liabilities according to law.
Article 36 Where a shareholder holding more than 5% of the voting rights of the company pledges the shares held by a shareholder holding more than 5% of the voting shares of the company in accordance with Article 37, he shall make a written report to the company from the date of the occurrence of the fact. If he pledges the shares held by him, he shall make a written report to the company from the date of the occurrence of the fact. The company shall make a written report.
Article 38 the general meeting of shareholders is the power organ of the company and shall exercise the following functions and powers according to law. Article 39 the general meeting of shareholders is the power organ of the company and shall exercise the following functions and powers according to law:
(I) determine the company's business policy and investment plan; (I) determine the company's business policy and investment plan;
(II) elect and replace directors and supervisors who are not staff representatives; (II) elect and replace directors and supervisors who are not staff representatives, and decide on matters related to the remuneration of directors and supervisors; 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 plan and final account (V) review and approve the company's annual financial budget plan and final account plan; Programme; (VI) review and approve the company's profit distribution plan and loss recovery Party (VI) review and approve the company's profit distribution plan
