Mengshi new energy technology (Henan) Co., Ltd
Amendment to the articles of Association
Lion New Energy Technology (Henan) Co., Ltd. (hereinafter referred to as the “company”) was established in April 2022
The 60th meeting of the sixth board of directors held on June 29 passed the proposal on Amending the articles of association, which must be submitted to the general meeting of shareholders for deliberation. The company plans to amend some provisions of the articles of association,
The main amendments are as follows:
Serial number before revision after revision
Article 40 the general meeting of shareholders is the authority of the company. According to law, the general meeting of shareholders is the authority of the company and exercises the following functions and powers according to law:
（1） Decide on the company’s business policy and investment plan; （1） Decide on the company’s business policy and investment plan;
（2） (2) elect and replace directors and supervisors who are not employees’ representatives, and decide on the remuneration of directors and supervisors; Decide on the remuneration of directors and supervisors;
（3） Review and approve the report of the board of directors; （3） Review and approve the report of the board of directors;
（4） Review and approve the report of the board of supervisors; （4） Review and approve the report of the board of supervisors;
（5） Review and approve the company’s annual financial budget plan and final accounts (5) review and approve the company’s annual financial budget plan and final accounts plan; Case;
（6） Review and approve the company’s profit distribution plan and make up losses (VI) review and approve the company’s profit distribution plan and make up losses party 1
Programme; Case;
（7） Make resolutions on the increase or decrease of the company’s registered capital; （7） Make resolutions on the increase or decrease of the company’s registered capital; （8） Make resolutions on the issuance of corporate bonds; （8） Make resolutions on the issuance of corporate bonds;
（9） (9) to make resolutions on the merger, division, dissolution, liquidation or change of the form of the company; Make resolutions in the form of a division;
（10） Amend the articles of Association; （10） Amend the articles of Association;
（11） Make resolutions on the employment and dismissal of accounting firms by the company (11) make resolutions on the employment and dismissal of accounting firms by the company; Discussion; （12） Deliberating and approving the guarantee matters specified in Article 41; （12） Deliberating and approving the guarantee matters specified in Article 41; （13） Review the purchase and sale of major assets by the company within one year exceeding (13) review the purchase and sale of major assets by the company within one year exceeding 30% of the latest audited total assets of the company;
Events exceeding 30% of the company’s total audited assets in the latest period; （14） Review and approve the change of the purpose of the raised funds;
（14） Review and approve the change of the purpose of the raised funds; （15） Review the equity incentive plan and employee stock ownership plan;
（15） Review the equity incentive plan; （16） Review laws, administrative regulations, departmental rules or the articles of Association (16) review other matters that should be decided by the general meeting of shareholders according to laws, administrative regulations, departmental rules or the provisions of this chapter.
Other matters that shall be decided by the general meeting of shareholders in accordance with the procedures. The functions and powers of the above-mentioned general meeting of shareholders shall not be exercised by the directors in the form of authorization, and the functions and powers of the above-mentioned general meeting of shareholders shall not be exercised by the board of directors or other institutions and individuals in the form of authorization.
The Council or other institutions and individuals shall exercise on their behalf.
Article 41 the following external guarantees of the company shall be approved by the shareholders’ meeting. Article 41 the following external guarantees of the company shall be approved by the shareholders’ meeting:
（1） The amount of a single guarantee exceeds the latest audited net assets (1) the amount of a single guarantee exceeds 10% of the latest audited net assets; Guarantee of;
（2） The total amount of external guarantees of the company and its holding subsidiaries reaches (II) any guarantee provided by the company after the total amount of external guarantees of the company and its holding subsidiaries exceeds 50% of the company’s latest audited net assets or 50% of the company’s latest audited net assets; protect;
（3） (3) providing guarantee for the guarantee object with asset liability ratio exceeding 70% (3) providing guarantee for the guarantee object with asset liability ratio exceeding 70%; protect;
（4） The guarantee amount within 12 consecutive months exceeds the company’s latest one (4) the guarantee amount within one year exceeds 30% of the company’s latest audited total assets; 30% of the total audited assets;
two
（5） The company’s guarantee amount exceeds (5) the guarantee provided to shareholders, actual controllers and their affiliates within 12 consecutive months of a year; 50% and absolute amount of the latest audited net assets of the company (6) the total amount of external guarantee of the company exceeds 50 million yuan; Any guarantee provided after 30% of the total assets;
（6） (VII) guarantee provided to shareholders, actual controllers and their affiliates as stipulated in laws, regulations, rules or relevant normative documents; Other external guarantees that should be submitted to the general meeting of shareholders for deliberation and approval (7) the total amount of external guarantees of the company reaches or exceeds the latest figure.
Any guarantee provided after 30% of the audited total assets; The board of directors shall obtain the consent of more than two-thirds of the directors attending the meeting specified in laws, regulations, rules or relevant normative documents when considering external guarantees. When the general meeting of shareholders considers other external guarantees that should be submitted to the general meeting of shareholders for deliberation and approval, the guarantee matters in Item (4) of this article shall be approved by the shareholders attending the meeting. Passed by more than two-thirds of the voting rights held.
When the board of directors deliberates on the external guarantee, it shall obtain the consent of attending the general meeting of directors and shareholders. When deliberating the guarantee in Item (5), the shareholder or
More than two-thirds of the directors at the board meeting agree. The shareholders controlled by the actual controller at the shareholders’ meeting shall not participate in the voting. When considering the guarantee matters in Item (4) of this article, the voting shall be approved by more than two-thirds of the voting rights held by other shareholders attending the shareholders’ meeting. More than half of the right to vote.
When the general meeting of shareholders deliberates item (6), if the aforesaid guarantee of the shareholder involves the shareholders who provide guarantee for the holding subsidiary or joint-stock company or are controlled by the actual controller and cannot participate in the item, the other shareholders of the holding subsidiary or joint-stock company shall vote according to the voting, and the voting shall be subject to risk control measures such as providing the same guarantee in the proportion of capital contribution of other shareholders attending the general meeting of shareholders; If more than half of the voting rights held by the shares are passed. If Dongdong fails to provide the above-mentioned guarantee to the holding subsidiary or joint-stock company of the company according to the proportion of capital contribution, which involves providing the holding subsidiary and joint-stock company with the same guarantee and other risk control measures, and the board of directors of the company shall guarantee, the other shareholders of the holding subsidiary and joint-stock company shall disclose the main reasons and analyze the operation of the guarantee object Fully explain whether the guarantee risk is controlled on the basis of providing the same guarantee or counter guarantee according to the proportion of capital contribution; If the shareholder fails to control the company according to the proportion of capital contribution, whether it damages the interests of the company, etc.
The joint-stock subsidiary or joint-stock company shall provide the same guarantee or counter guarantee
And other risk control measures, the board of directors of the company shall disclose the main original
And analyzing the operation and solvency of the guarantee object
On this basis, it is necessary to fully explain whether the guarantee risk is controllable
No harm to the interests of the company, etc.
Article 49 If the board of supervisors or shareholders decide to convene a shareholders’ meeting on their own, they shall notify the board of directors in writing. If the board of supervisors or shareholders decide to convene a shareholders’ meeting on their own, they shall notify the board of directors in writing and submit a proposal to the CSRC at the same time.
It will be filed with Henan regulatory bureau and stock exchange. Before the announcement of the resolution of the general meeting of shareholders, the shareholding ratio of the convening shareholders shall not be less than 10% before the announcement of the resolution of the general meeting of shareholders. The shareholders’ meeting shall be convened no later than 3 days after the issuance of the shareholders’ meeting
Less than 10%. At the time of the notice, it is promised that from the date of proposing to convene the general meeting of shareholders to the date of the general meeting of shareholders, the board of supervisors or convening shareholders shall not reduce their shares of the company and disclose them during the period of issuing the notice of the general meeting of shareholders and the date of the meeting. When announcing the resolution of the shareholders’ meeting, the board of supervisors of Henan regulatory bureau of CSRC or the convening shareholders shall submit relevant supporting materials after issuing the notice of the shareholders’ meeting and the shareholders and the stock exchange. When the resolution of the general meeting is announced, relevant supporting materials shall be submitted to the stock exchange.
Article 55 the notice of the general meeting of shareholders includes the following contents: Article 55 the notice of the general meeting of shareholders includes the following contents: 4 (I) time, place and duration of the meeting; （1） Time, place and duration of the meeting;
（2） Matters and proposals submitted to the meeting for consideration; （2） Matters and proposals submitted to the meeting for consideration;
（3） Explain in obvious words: all ordinary shareholders (including table (III) explain in obvious words: all ordinary shareholders (including preferred shareholders whose voting rights are restored) have the right to attend the general meeting of shareholders, and preferred shareholders whose voting rights are restored) have the right to attend the general meeting of shareholders, and can entrust agents to attend and vote in writing, and entrust agents to attend and vote in writing, The shareholder’s agent need not be a shareholder of the company; The agent need not be a shareholder of the company;
（4） The date of equity registration of shareholders entitled to attend the general meeting of shareholders; （4） The date of equity registration of shareholders entitled to attend the general meeting of shareholders;
（5） Name and telephone number of permanent contact person for conference affairs. （5） Name and telephone number of permanent contact person for conference affairs;
The notice and supplementary notice of the general meeting of shareholders shall fully and completely (VI) the voting time and voting procedures of network or other means. Disclose all details of all proposals. If relevant proposals need to be fully and completely expressed by independent directors in the notice and supplementary notice of the general meeting of shareholders, the notice of the general meeting of shareholders shall be issued or all the specific contents of all proposals shall be disclosed. The opinions and reasons of independent directors will be disclosed at the same time when the relevant proposal requires independent notice. If directors and intermediaries express their opinions, they shall issue a notice of the general meeting of shareholders. If the general meeting of shareholders adopts the Internet or other means, the relevant opinions and reasons shall be disclosed at the time of shareholders’ or supplementary notice.
The notice of the general meeting clearly specifies the starting time of online or other voting at the general meeting of shareholders, and the voting procedures shall not be interrupted. The online or other means of voting of the general meeting of shareholders shall be earlier than 3:00 p.m. of the day before the on-site general meeting of shareholders, and shall not be earlier than 9:30 a.m. of the day before the on-site general meeting of shareholders, and shall not be later than 3:00 p.m. of the day when the on-site general meeting of shareholders is held, and shall not be earlier than 3:00 p.m. of the day when the on-site general meeting of shareholders is ended. At 9:30 a.m. on the day of the meeting, the closing time shall not be earlier than 3:00 p.m. on the day of the end of the meeting. Working days and not much
