Jiangxi Selon Industrial Co.Ltd(002748) : Amendment to the articles of Association

Jiangxi Selon Industrial Co.Ltd(002748)

Amendment to the articles of Association

Jiangxi Selon Industrial Co.Ltd(002748) (hereinafter referred to as “the company”) intends to amend some provisions of the articles of association in accordance with the securities law, the guidelines for the articles of association of listed companies (revised in 2022), the Listing Rules of Shenzhen Stock Exchange and other laws and regulations, normative documents and the relevant provisions of the articles of association, in combination with the actual situation of the company’s current equity and governance structure. The details are as follows:

Before and after revision

Article 2 the company is changed from the original limited liability company to a joint stock limited company in accordance with the company law and other relevant provisions. The company is changed from the original limited liability company to a joint stock limited company in accordance with the relevant provisions (hereinafter referred to as the “company”). Original limited liability company (hereinafter referred to as “the company”). The shareholders of the original limited liability company are the promoters of the current joint-stock company. The shareholder of the liability company is the promoter of the current joint-stock company.

The company was approved by the Ministry of Commerce of the people’s Republic of China on the establishment of the same company by means of sponsorship, the registration of Jingdezhen yijiangxi electrochemical Fine Chemical Co., Ltd. into the site supervision and Administration Bureau, and the business license was obtained, and the reply of the unified foreign investment Co., Ltd. (Shang Zi PI [20-1 social credit code is 913602007567501195, Gong 08] No. 174) was approved and established by means of sponsorship; The company type is other joint stock limited company (listed). The company was registered with Jingdezhen Administration for Industry and Commerce and obtained a business license. Unified social credit Code: 913602007567501195.

Article 12 the company shall establish a Communist Party organization and carry out party activities in accordance with the provisions of the articles of association of the Communist Party of China (the numbers of subsequent articles shall be postponed in turn). The company provides necessary conditions for the activities of the party organization.

Article 24 the company may purchase shares of the company under the following circumstances. Article 25 the company shall not 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 its shares due to their objection to the company’s merger and division resolution made at the general meeting of shareholders (IV) the shareholders request the company to purchase its shares due to their objection to the company’s merger and division resolution made at the general meeting of shareholders;

Copies; (V) converting shares into convertible bonds issued by listed companies (V) converting shares into corporate bonds issued by listed companies;

Corporate bonds convertible into shares; (VI) the company is necessary to maintain the company’s value and shareholders’ equity (VI) the company is necessary to maintain the company’s value and shareholders’ equity.

Required. Except for the above circumstances, where the company does not buy or sell its own shares due to items (I) to (II) of the preceding paragraph, the company… Shall purchase its own shares through public share activities. Centralized trading.

Where the company acquires its own shares for the reasons of items (I) to (II) of the preceding paragraph… It shall be conducted through public centralized trading.

Article 29 directors, supervisors and senior managers of the company Article 30 directors, supervisors and senior managers of the company, persons holding more than 5% of the voting shares of the company and shareholders holding more than 5% of the voting shares of the company shall sell their shares of the company within 6 months from the date of purchase, Or if securities in the nature of equity are sold and purchased within 6 months from the date of sale, the proceeds obtained therefrom shall be owned by the company, or if they are purchased within 6 months from the date of sale, the proceeds shall be recovered by the board of directors. However, the proceeds thus obtained by the securities company shall be owned by the company, and the board of directors shall recover the proceeds from holding more than 5% of the shares due to the exclusive sale of the remaining after-sales shares. However, if a securities company purchases underwriting shares, the sale of the shares is not subject to the six-month time limit. If the remaining shares hold more than 5% of the shares, or if the board of directors of the company fails to implement the provisions of the preceding paragraph, except under other circumstances specified by the CSRC.

East has the right to require the board of directors to implement within 30 days. If the directors, supervisors, senior managers and the board of directors mentioned in the preceding paragraph of the company fail to execute within the above-mentioned time limit, the shareholders have the right to directly submit securities of a nature to the people’s court in their own name for the sake of the shares held by the company’s natural person shareholders or other equity companies, including their spouses, parents and children. And shares held in other people’s accounts or other securities with equity nature that the board of directors of the company does not execute in accordance with the provisions of paragraph 1.

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 of this article, the shareholders 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 implement within the above-mentioned period, the shareholders have the right to directly bring a lawsuit to the people’s court in their own name for the benefit of the company.

The board of directors of the company fails to comply with the provisions of paragraph 1 of this article

In case of execution, the responsible directors shall bear joint and several liabilities according to law.

Article 40 the general meeting of shareholders is the power organ of the company. Article 41 the general meeting of shareholders is the power organ of the company and exercises the following functions and powers according to law:

(I) decide on the company’s business policy and investment plan (I) decide on the company’s business policy and investment plan; Draw;

(II) election and replacement… (II) election and replacement

(x) to review and approve the Guarantees specified in Article 41 (x) to review and approve the Guarantees specified in Article 42; matter;

（11） (11) to make resolutions on the merger, division, dissolution, liquidation or change of corporate form of the company; Make resolutions on the calculation or change of the company form;

（12） Decide to purchase the shares of the company due to the circumstances in items (I) and (II) of Article 25 of the articles of association due to Article 24 (12) of the articles of Association; The acquisition of shares of the company under the circumstances of items (I) and (II); （13） Amend the articles of Association; （13） Amend the articles of Association;

（14） Hire or replace the accountant who is audited by the company (14) hire or replace the accounting firm that is audited by the company to make a resolution; The certified public accountants office makes a resolution;

（15） Deliberating and approving the change of the purpose of the raised funds (15) deliberating and approving the change of the purpose of the raised funds; Item;

（16） Review the equity incentive plan; （16） Review the equity incentive plan and employee stock ownership (XVII) review and approve the single loan issuance plan within each year;

The audited net assets of the company in the previous year (including loan rollover, new working capital loans and (XVII) reviewing and approving the issuance of new growth period loans for a single loan in each year) (including loan rollover, new working capital loans, loans with more than 30% of assets and corresponding new growth period loans) and the audited mortgage and pledge of the company’s net assets in the previous year; Loans with more than 30% (including 30%) of assets and corresponding (XVIII) review of laws, administrative regulations and departmental regulations on asset mortgage and pledge;

(XVIII) review laws, administrative regulations, departmental regulations and other matters that shall be decided by the general meeting of shareholders as stipulated in the chapter or the articles of association. Other matters that should be decided by the general meeting of shareholders in accordance with the provisions of the chapter or the articles of association, and the functions and powers of the above general meeting of shareholders shall not be authorized.

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 Article 42 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) the amount of a single guarantee exceeds 10% of the company’s latest audited net assets; Audit the guarantee of 10% of net assets;

(II) external guarantees of the company and its holding subsidiaries (II) any guarantee provided after the total amount of external guarantees of the company and its holding subsidiaries exceeds 50% of the company’s latest audited net assets and 50% of the company’s latest audited net assets; Any guarantee provided later;

(III) guarantee with asset liability ratio exceeding 70%, and the total amount of external guarantee for (III) company exceeds the guarantee provided by the recent elephant; Any (IV) guarantee provided after 30% of the audited total assets in phase I exceeds the company’s guarantee within 12 consecutive months;

30% of the latest audited total assets; (IV) guarantee with asset liability ratio exceeding 70%; and (V) guarantee amount exceeding the guarantee provided by the company within 12 consecutive months;

50% of the latest audited net assets and the absolute amount (V) the guarantee amount of the company exceeds the company by more than 50 million yuan within one year; Guarantee of 30% of the latest audited total assets;

(VI) the amount of guarantee to shareholders, actual controllers and their affiliates (VI) exceeds the guarantee provided by the company for 12 consecutive months. 50% of the latest audited net assets and the absolute amount of the guarantee in Item (IV) of the preceding paragraph considered by the general meeting of shareholders exceeds 50 million yuan;

When, it shall be approved by more than 2 / 3 (VII) of the voting rights held by the shareholders attending the meeting to the shareholders, actual controllers and their related parties. Guarantee provided.

When the general meeting of shareholders deliberates the guarantee proposal provided for shareholders, actual controllers and their affiliates in Item (V) of the preceding paragraph, such shareholders or shareholders subject to the control of 2 / 3 of the voting rights held by the shareholders attending the meeting shall not participate in the above statement.

The voting must be approved by other shareholders attending the general meeting of shareholders, who are considered as shareholders, actual controllers and more than 1 / 2 of the voting rights. In the case of the guarantee proposal provided by its affiliated person, the shareholder or the shareholder controlled by the actual controller of the “affiliated party” or “affiliated person” in the articles of association shall not participate in the definition of the table, which shall be determined by the stock listing rules of Shenzhen Stock Exchange, and the voting shall be subject to the relevant provisions of other shareholders attending the shareholders’ meeting. More than 1 / 2 of the voting rights held.