Comparison of amendments to the articles of Association
In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the guidelines for the articles of association of listed companies (revised in 2022), the stock listing rules of Shenzhen Stock Exchange (revised in 2022), the guidelines for self regulatory supervision of listed companies No. 1 – standardized operation of listed companies on the main board and other relevant provisions, and in combination with the actual situation of the company, it is proposed to make the following amendments to the relevant provisions of the articles of association:
Amended articles of Association
Article 23 under the following circumstances, the company may purchase shares of the company in accordance with laws, administrative regulations, departmental rules and the articles of association. However, except under any of the following circumstances:
It is stipulated that the acquisition of shares of the company: (I) reduce the registered capital of the company;
(I) reduce the registered capital of the company; (II) merge with other companies holding shares of the company (II) merge with other companies holding shares of the company;
And; (III) use shares for employee stock ownership plan or share (III) use shares for employee stock ownership plan or equity incentive;
Right incentive; (IV) the shareholders request the company to purchase their shares because they disagree with the company’s merger and division resolution made at the general meeting of shareholders (IV) the shareholders request the company to purchase their shares because they disagree with the company’s merger and division resolution made at the general meeting of shareholders; And dissent from the resolution of division and require the company to purchase its shares; (V) converting shares into corporate bonds issued by listed companies; (V) converting shares into convertible corporate bonds issued by listed companies;
Corporate bonds convertible into shares; (VI) the listed company is necessary to maintain the company’s value and shareholders’ equity. (VI) the listed company is necessary to maintain the company’s value and shareholders’ equity. Required for equity.
Except for the above circumstances, the company shall not acquire the shares of the company.
Article 25 Where the company purchases its shares due to the circumstances specified in items (I) and (II) of paragraph 1 of Article 23 of the articles of association, it shall be subject to the resolution of the general meeting of shareholders; The acquisition of shares of the company shall be subject to the resolution of the general meeting of shareholders; If the company purchases the shares of the company due to item (III) of paragraph 1 of Article 23 of the articles of association or the circumstances specified in items (V) and (VI) of paragraph 1 of Article 23 of the articles of association, and the company purchases the shares of the company due to the circumstances specified in items (V) and (VI) of Article 23 of the articles of association, the shares of the company attended by more than two-thirds of the directors may be purchased in accordance with the provisions of the articles of association
Resolutions of the board meeting. With the authorization of the shareholders’ meeting, the company attended by more than two-thirds of the directors shall make resolutions at the meeting of the board of directors in accordance with paragraph 1 of Article 23 of the articles of association. After the acquisition of the company’s shares, if it falls under item (I), the company shall cancel it within 10 days from the date of acquisition in accordance with paragraph 1 of Article 23 of the articles of Association; After the acquisition of the company’s shares in Item (II), if it falls under item (I) and item (IV), it shall be transferred within 6 months and cancelled within 10 days from the date of acquisition; (II) transfer or cancellation; In the case of items (III), (V), (IV) and (VI), it shall be transferred to the case of item (VI) within 6 months, and the company’s shares held by the company in total shall be transferred or cancelled; In the case of items (III), (V) and (VI) where the number of shares shall not exceed the total issued shares of the company, the company shall hold 10% of the company in total and shall transfer or cancel it within 3 years. The number of shares shall not exceed 10% of the total issued shares of the company, and shall be transferred or cancelled within 3 years.
Article 29 directors, supervisors and senior managers of the company Article 29 directors, supervisors and senior managers of the company, shareholders holding more than 5% of the shares of the company, general managers and shareholders holding more than 5% of the shares of the company, Sell the shares of the company or other shares of the company or other securities of the nature of equity held by them (including the securities held by their spouses, parents and children and interests (including the shares held by their spouses, parents and children and held in other people’s accounts or other shares of the nature of equity held in other people’s accounts or other securities of the nature of equity) within 6 months after purchase, Or sell the pledged securities) within 6 months after buying, or buy again within 6 months after selling, and the resulting income belongs to the company. The resulting income belongs to the company within 6 months after the public announcement, and the board of directors of the company will recover its income. The company’s board of directors will recover its income. However, if a securities company purchases after-sales surplus stocks due to underwriting, but a securities company holds more than 5% of the shares due to purchasing after-sales surplus stocks due to underwriting, the sale of the shares is not subject to holding more than 5% of the shares for six months and the time limit specified by the CSRC. Except under other circumstances.
If the board of directors of the company fails to comply with the provisions of the preceding paragraph, or the board of directors of a joint-stock company fails to comply with the provisions of the preceding paragraph, the shareholders have the right to require the board of directors to implement it within 30 days. The directors of the company have the right to require the board of directors to implement it within 30 days. If the board of directors of the company fails to execute within the above-mentioned time limit, the shareholders have the right to directly file a lawsuit with the people’s court in their own name for the benefit of the company. If the board of directors fails to execute within the above-mentioned time limit, the shareholders have the right to directly file a lawsuit with the people’s court in their own name for the benefit of the company. Litigation.
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. If yes, the responsible directors shall bear joint and several liability according to law.
Article 40 the general meeting of shareholders is the power organ of the company Article 40 the general meeting of shareholders is the power organ of the company and exercises 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 held by employee representatives; (II) elect and replace directors and supervisors who are not held by employee representatives, decide on the remuneration of relevant directors and supervisors, and decide on the remuneration of relevant directors and supervisors; Item;
(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; (V) review and approve the company’s annual financial budget plan and final settlement plan; Project and final settlement plan;
(VI) review and approve the company’s profit distribution plan and profit recovery plan; Loss recovery plan;
(VII) make resolutions on the increase or decrease of the company’s registered capital (VII) make resolutions on the increase or decrease of the company’s registered capital; Issue resolutions;
(VIII) make resolutions on the issuance of corporate bonds; (VIII) make resolutions on the issuance of corporate bonds;
(IX) make resolutions on the merger, division, dissolution and liquidation of the company (IX) make resolutions on the merger, division, dissolution, liquidation or change of corporate form of the company; Or make a resolution on changing the form of the company;
(x) amend the articles of Association; (x) amend the articles of Association;
（11） (11) make resolutions on the employment and dismissal of accounting firms by the company; Resolutions made;
（12） (12) to examine and approve the Guarantees specified in Article 41; Insurance matters;
（13） Review the purchase and sale of the company within one year (XIII) review the matters that the purchase and sale of major assets by the company within one year exceeds the latest audited total assets of the company, and the major assets exceed 30% of the latest audited total assets of the company; 30% of matters;
（14） Deliberating and approving the change of the purpose of the raised funds (14) deliberating and approving the change of the purpose of the raised funds; Item;
（15） Review the equity incentive plan; （15） Review the impact of equity incentive plan and employee stock ownership (16) on the company’s plan under Article 23 of the articles of Association;
(16) make a resolution on the acquisition of the company’s shares under the circumstances specified in items (I) and (II) of the articles of Association; (17) to review laws, administrative regulations and departmental regulations and make resolutions on the acquisition of shares of the company under the circumstances specified in items (I) and (II);
(XVII) other (XVII) matters that shall be decided by the general meeting of shareholders in accordance with the provisions of this chapter or the articles of association.
Other functions and powers of the above-mentioned general meeting of shareholders that shall be decided by the general meeting of shareholders in accordance with the provisions of this chapter or the articles of association shall not pass the authorized matters.
The form shall be exercised by the board of directors or other institutions and individuals. The functions and powers of the above general meeting of shareholders shall not be exercised by the board of directors or other institutions and individuals in the form of authorization.
Article 41 the following external guarantees of the company and the following external guarantees of the company shall be deliberated and approved by the general meeting of shareholders. It shall be deliberated and approved by the general meeting of shareholders.
(I) external guarantee of the company and its holding subsidiaries; (I) any guarantee provided after the total amount of external guarantee of the company and its holding subsidiaries reaches or exceeds the total amount of audited net assets in the latest period and exceeds 50% or more of the audited net assets in the latest period; Any guarantee provided after;
(II) any guarantee provided after the total amount of external guarantee of the company reaches or exceeds (II) the total amount of external guarantee of the company exceeds 30% of the total assets audited in the latest period and 30% of the total assets audited in the latest period; protect;
(III) the guarantee amount reaches or exceeds 50% of the company’s latest audited net assets and 30% of the company’s latest audited total assets within 12 consecutive months;
If the amount exceeds 50 million yuan; (IV) guarantee for guarantee objects with asset liability ratio exceeding 70% (IV) guarantee for guarantee objects with asset liability ratio exceeding 70%;
The guarantee provided; (V) the amount of guarantee in the latest period exceeds 10% of the net amount of guarantee assets in the latest audit;
Guarantee of 10% of net assets; (VI) guarantee for shareholders, actual controllers and their affiliates (VI) guarantee for shareholders, actual controllers and their affiliates;
The guarantee provided; (VII) other guarantees stipulated by the CSRC, Shenzhen Stock Exchange or (VII) the CSRC, Shenzhen Stock Exchange or the articles of association.
Other guarantees stipulated in the articles of association. When the general meeting of shareholders deliberates the guarantee matters in Item (III) of the preceding paragraph, the general meeting of shareholders deliberates the guarantee matters in Item (II) of the preceding paragraph, it shall be approved by more than two-thirds of the voting rights held by the shareholders present at the meeting. More than two thirds passed.
Article 49 If the board of supervisors or shareholders decide to convene the general meeting of shareholders on their own, they shall notify the board of directors in writing. At the same time, if they decide to convene the general meeting of shareholders, they shall notify the board of directors in writing. At the same time, they shall file with the dispatched office of the CSRC and the stock exchange where the company is located.
Filed by. Before the announcement of the resolution of the general meeting of shareholders, the convening shareholders shall hold shares. Before the announcement of the resolution of the general meeting of shareholders, the proportion of shares held by the convening shareholders shall not be less than 10%.
The proportion shall not be less than 10%.
