Sansheng Intellectual Education Technology Co.Ltd(300282)
Comparison table of amendments to the articles of Association
According to the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – Specifications for companies listed on GEM
In accordance with the provisions of operation, guidelines for the articles of association of listed companies (revised in 2022) and other relevant laws, regulations and normative documents, and in combination with the actual situation of the company, the company plans to revise the corresponding provisions of the articles of association.
The specific amendments are as follows:
Serial number clause before and after revision
Article 2 the company is a joint stock limited company established by Beijing HuiGuan New Technology Co., Ltd. according to the book value, by Beijing HuiGuan New Technology Co., Ltd. according to the book value, by Beijing HuiGuan New Technology Co., Ltd. according to the book value, by the overall change of the output value of the joint stock limited company, and by the overall change of the joint stock limited company, The company was established in the form of sponsorship and established in Beijing. The company was established in the form of sponsorship and registered with the Beijing Administration for Industry and commerce, obtained the registration of the business market supervision administration and obtained the business license. According to the registration system of “three certificates in one, one photo, and the company’s unified social credit code as one code” of the industrial and commercial department, the company’s unified social credit agent 91110000754166859u.
The code is 91110000754166859u.
Article 12 the company shall establish a Communist Party to organize and carry out party activities in accordance with the 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 21 the company or its subsidiaries (including the company’s subsidiaries or its subsidiaries (including the company’s subsidiaries) shall not purchase or intend to purchase the company’s shares or loans in the form of gifts, advances, guarantees, compensation or loans, Provide any assistance to those who buy or intend to buy the company’s shares. Provide any assistance to the person holding the shares.
Article 22 according to the needs of operation and development, according to the law, according to the needs of operation and development, according to the provisions of laws, regulations and administrative regulations, and according to the provisions of the general meeting of shareholders and administrative regulations, the company may adopt the following methods to increase its capital, and may adopt the following methods to increase its capital:
Ben:
… (V) other methods approved by laws and administrative regulations, laws and administrative regulations of China Securities Regulatory Commission (V) and China Securities Regulatory Commission (hereinafter referred to as “other methods approved by CSRC”).
Article 24 under the following circumstances, the company may purchase its own shares in accordance with laws and regulations. However, there are provisions in the following administrative regulations, departmental rules and the articles of association, except for one of the following circumstances:
Purchase 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 company’s contractual obligations made by the shareholders to the general meeting of shareholders
(IV) shareholders who disagree with the resolution on merger and division of the company made by the general meeting of shareholders require the company to purchase its merger and division, and require the company to purchase shares;
Its shares; (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 listed company is necessary to maintain the company’s value and shareholders’ equity.
Required for equity.
Except for the above circumstances, the company will not buy or sell the company
Activities of shares.
Article 25 a company may purchase its own shares through a public company, or through a public centralized trading method, or through laws, regulations and China Securities centralized trading method, or other methods approved by laws, administrative regulations and the CSRC. Other methods approved by the CSRC.
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Article 30 the company’s directors, supervisors, senior managers, directors, supervisors, senior managers and shareholders holding more than 5% of the company’s shares shall sell the company’s shares held by shareholders holding more than 5% of the company’s shares within 6 months after purchase, The company’s shares or other equity certificates are bought within 6 months after they are sold, so the securities are sold within 6 months after they are bought, or the proceeds after they are sold belong to the company. The board of directors of the company will buy them again within 6 months, and the proceeds from them belong to the company to recover their proceeds.
However, the board of directors of the company will recover the income of the securities company due to its ownership. If a securities company holds more than 5% of the shares due to the purchase of the remaining shares after the package sale, the sale of the shares is not subject to the six-month time limit and holds more than 5% of the shares, and there is a Chinese securities system. Except under other circumstances prescribed by the CSRC.
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Article 33 shareholders of the company enjoy the following rights: shareholders of the company enjoy the following rights:
Article (I) obtain shares according to the proportion of shares held by them; (I) obtain dividends and other forms of benefit distribution according to the share of shares held by them; Profit and other forms of benefit distribution;
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Article 41 the general meeting of shareholders is the authority of the company. The general meeting of shareholders is the authority of the company according to law. It exercises the following functions and powers according to law:
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（17） Review the equity incentive plan; （17） Review the equity incentive plan and employee stock ownership plan;
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Article 42 the following external guarantees of the company shall be approved by the general meeting of shareholders. The following external guarantees of the company shall be approved by the general meeting of shareholders:
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(V) the amount of guarantee within 12 consecutive months exceeds that of the company (V) within one year, the amount of guarantee exceeds 30% of the latest audited total assets of the company; 30% of the total assets audited in phase I;
… (VI) any guarantee provided after the total amount of external guarantee of the company exceeds 30% of the total assets audited in the latest period;
……
The general meeting of shareholders violates the examination and approval authority and
If the review procedure is violated, the relevant shareholders who violate the approval authority and review procedure shall bear relevant responsibilities according to the seriousness of the circumstances.
Within 5 days after the original shareholders’ meeting is approved to be held, the notice of the shareholders’ meeting shall be issued within 5 days after the original shareholders’ meeting is approved to be held, The consent of the board of supervisors shall be obtained. The consent of the board of supervisors shall be obtained.
Article 53 If the board of supervisors or shareholders decide to convene the general meeting of shareholders on their own, the board of supervisors or shareholders shall notify the board of directors in writing. 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, they shall submit the securities to the local dispatched office of the CSRC and the stock exchange for the record.
Filing office. 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%. The board of supervisors or convening shareholders shall issue the general meeting of shareholders, and the convening shareholders shall submit relevant supporting materials to the China stock exchange where the company is located when issuing the notice of the general meeting of shareholders and the announcement of the resolution of the general meeting of shareholders, and when announcing the resolution of the general meeting of securities and exchange.
The dispatched offices of the CSRC and the stock exchange have submitted
Relevant supporting materials.
Article 54 for the shareholders’ meeting convened by the board of supervisors or shareholders, the board of directors and the Secretary of the board of directors will cooperate with the shareholders’ meeting convened by the board of supervisors or shareholders. The board of directors, the board of directors and the Secretary of the board of directors will cooperate. The board of directors shall provide the register of shareholders on the date of equity registration. The board will provide the register of shareholders on the equity registration date.
Article 59 the notice of the general meeting of shareholders includes the following contents: the notice of the general meeting of shareholders includes the following contents:
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