Securities code: Beijing Quanshi World Online Network Information Co.Ltd(002995) securities abbreviation: Beijing Quanshi World Online Network Information Co.Ltd(002995) Announcement No.: 2022039 Beijing Quanshi World Online Network Information Co.Ltd(002995)
Announcement on changing the business scope, amending the articles of association and handling industrial and commercial registration
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.
Beijing Quanshi World Online Network Information Co.Ltd(002995) (hereinafter referred to as “the company”) held the fourth meeting of the third board of directors on April 26, 2022, deliberated and adopted the proposal on changing the business scope, amending the articles of association and handling industrial and commercial registration. The above proposal needs to be submitted to the general meeting of shareholders for deliberation. The specific conditions are as follows:
1、 Change of business scope
Since the Beijing municipal market supervision and Administration Bureau has adjusted the business scope since March 1, 2022, the expression of the business scope is adjusted in accordance with the relevant provisions of the Beijing municipal market supervision and Administration Bureau. The details are as follows:
Before the change: information service business (Internet information service only) (the value-added telecom business operation license is valid until February 27, 2024); Performance brokerage; Radio and television program production; Theatrical performances; Engage in Internet cultural activities; Film distribution; Technology promotion services; Economic information consultation; Conference and exhibition services; Organize cultural and artistic exchange activities; Designing, producing, acting and publishing advertisements; Educational consultation (excluding intermediary services); Food business (only pre packaged food), sales of household appliances, electronic products, cultural goods, cosmetics, sanitary products, sporting goods, daily necessities, knitwear and textiles, clothing, furniture, jewelry, gold and silver products and toys; Cultural and entertainment broker services; Marketing Planning; Basic software services; Application software services (excluding medical software); Data processing. (market entities shall independently choose business items and carry out business activities according to law; performance brokerage; radio and television program production; Internet information services; literary and artistic performances; food sales; engage in Internet cultural activities; film distribution; ticket agency services. As well as projects subject to approval according to law, they shall carry out business activities according to the approved contents after being approved by relevant departments; they shall not engage in the approval of projects prohibited and restricted by national and municipal industrial policies Camp activities.)
After change: performance brokerage; Production and operation of radio and television programs; Film distribution; Network culture management; Internet information services; Commercial performances. (for projects that must be approved according to law, business activities can be carried out only after being approved by relevant departments, and the specific business projects shall be subject to the approval documents or licenses of relevant departments) general projects: social and economic consulting services; Marketing planning; Development of artificial intelligence application software; Software development; Sale of gold and silver products; Furniture sales; Sales of daily necessities; Sales of personal hygiene products; Advertising production; Advertising design and agency; Food sales (only pre packaged food); Data processing services; Cultural and entertainment broker services; Education consulting services (excluding education and training activities involving license approval); Advertising; Organize cultural and artistic exchange activities; Conference and exhibition services; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Sales of household appliances; Sales of electronic products; Stationery retail; Cosmetics retail; Retail of sporting goods and equipment; Sales of knitwear and textiles; Clothing retail; Jewelry retail; Toy sales; Basic software development of artificial intelligence; Ticket agency service; Information consulting services (excluding licensed information consulting services); Internet sales (except sales of goods requiring license); Software sales; Digital culture creative software development; Information technology consulting services; Digital content production services (excluding publishing and distribution); Internet data services; China trade agent. (except for the projects that need to be approved according to law, carry out business activities independently according to law with the business license) (shall not engage in the business activities of projects prohibited and restricted by the industrial policies of the state and this city.)
2、 Amendments to the articles of Association
In accordance with the company law, the securities law, the guidelines for the articles of association of listed companies and other laws and regulations, in combination with the amendments to various systems made by the CSRC and Shenzhen Stock Exchange and the actual situation of the company, the company plans to amend the relevant provisions in the articles of Association. The specific amendments are as follows:
Before and after revision
number
Article 1 is to regulate the organization and behavior of Beijing full-time Beijing Quanshi World Online Network Information Co.Ltd(002995) network, and to safeguard the organization and behavior of the company, shareholders and creditors, In accordance with the legal rights and interests of the people’s Republic of China and creditors, and in accordance with the company law of the people’s 1 Republic of China (hereinafter referred to as the “company law”), the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”) and other relevant provisions The articles of association of the Communist Party of China (hereinafter referred to as the “party constitution”) and other relevant provisions are formulated.
Article 2 the company is established in accordance with the company law and other relevant provisions. Article 2 the company is established by the relevant provisions of Beijing full-time Beijing Quanshi World Online Network Information Co.Ltd(002995) network information in accordance with the company law and other relevant provisions, with the shareholders of Beijing full-time Beijing Quanshi World Online Network Information Co.Ltd(002995) Network Information Co., Ltd. as the sponsors, the shareholders of Beijing full-time Tiandi Co., Ltd. as the sponsors and Beijing full-time Tiandi as the sponsors
The company is a joint stock limited company (hereinafter referred to as a joint stock limited company (hereinafter referred to as the “company”) established by the initiator after the overall change of dionline Network Information Co., Ltd. and faonline Network Information Co., Ltd. Division “).
The company is registered with Beijing Dongcheng District Administration for Industry and Commerce and obtained the business license (unified social credit register and business license) (Unified Social Credit Code: 91110101783962889a). Code: 91110101783962889a).
Article 11 the company shall establish a Communist Party organization and carry out party activities in accordance with the new 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 13 after being registered according to law, the business scope of the company is: performance brokerage; Production and operation of radio and television programs; Film distribution; Network culture management; Article 12 the company’s business information shall be registered on the Internet according to law; Commercial performances. (items subject to approval according to law include: information service business (only Internet information service can carry out business activities with the approval of relevant departments) (the business license of value-added telecommunications business is valid until the project is operated by the entity, and the approval document or license of relevant departments will be issued on February 27, 2024); Performance brokerage; General items: social and economic consulting services; Television program production; Theatrical performances; Engaged in Internet marketing planning; Development of artificial intelligence application software; Cultural activities; Film distribution; Technology promotion services; Software development; Sale of gold and silver products; Furniture sales; Daily economic information consultation; Conference and exhibition services; Organize the sales of supplies; Sales of personal hygiene products; Advertising production; Cultural and artistic exchange activities; Design, production, agency, advertising design and agency; Food sales (only pre packaged sales and advertising; educational consultation (excluding intermediary services); Food); Data processing services; Cultural and entertainment brokerage food business (only selling prepackaged food) and selling family services; Education consulting services (excluding education and training activities involving electrical appliances, electronic products, cultural goods, cosmetics and for license approval); Advertising; Organize cultural 4 hygiene products, sporting goods, daily necessities, needle textile art exchange activities; Conference and exhibition services; Technical services, clothing, furniture, jewelry, gold and silver products, services, technical development, technical consultation, technical exchange and technical toys; Cultural and entertainment broker services; Marketing Planning; Technology transfer and technology promotion; Sales of household appliances; Basic electronic software services; Application software services (excluding medical product sales; stationery retail; cosmetics retail; software); Data processing; Ticket agent. (market) retail of sporting goods and equipment; sales of knitwear and textiles; service subjects independently choose business items according to law to carry out business clothing retail; jewelry retail; toy sales; activities; performance brokerage; radio and television program production; basic software development of artificial intelligence; ticket agency services; Internet information services; literary and artistic performances; food sales; information consulting services (excluding licensed information consulting services for Internet cultural activities; film distribution services); Internet sales (except for the items that need to be approved by the seller according to law and the products approved by relevant departments); Software sales; Digital culture creative software development; Then carry out business activities according to the approved contents; Not from information technology consulting services; Digital content production services are prohibited and restricted by national and municipal industrial policies (excluding publication and distribution); Internet data services; Business activities for national purposes.) Domestic trade agent. (except for the projects that need to be approved according to law, carry out business activities independently according to law with the business license) (shall not engage in the business activities of projects prohibited and restricted by the industrial policies of the state and this city.)
Article 23 the company may not acquire its own shares under the following circumstances. In accordance with laws, administrative regulations, departmental rules and this chapter, except under any of the following circumstances:
5. Purchase the shares of the company in accordance with the provisions of Cheng: (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 disagree with the company’s merger and division resolution made at the general meeting of shareholders (IV) the shareholders disagree with the company’s merger and division resolution made at the general meeting of shareholders and require the company to purchase its shares.
Of 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 purchase the shares of the company. Except for the above circumstances, the company shall not purchase the shares of the company.
Copies. If the company purchases its own shares due to the circumstances in items (I) to (II) of the preceding paragraph, it shall be decided by the general meeting of shareholders. If the company purchases its own shares, it shall be discussed by the general meeting of shareholders. The company has made a resolution due to items (III) and (V) of the preceding paragraph. Where the company purchases its shares under the circumstances specified in items (III) and (V) and (VI) of the preceding paragraph, or purchases its shares at the meeting of the board of directors attended by more than two-thirds of the directors under the circumstances specified in items (VI) and (V) of the preceding paragraph, a resolution of the board of directors attended by more than two-thirds of the directors shall be adopted.
Resolutions of the board meeting. If the company purchases the shares of the company in accordance with the first paragraph of this article, if the company purchases the shares of the company in accordance with the first paragraph of this article, it shall cancel the shares within 10 days from the date of purchase if it belongs to item (I); If it belongs to item (II), it shall be cancelled within 10 days from the date of acquisition; In the case of item (II) (IV), the item shall be transferred within six months; in the case of item (IV), the item shall be transferred or cancelled within six months; It belongs to item (III), (V) or internal transfer or cancellation; It belongs to item (III) and item (VI)
