Securities code: Rockontrol Technology Group Co.Ltd(688051) securities abbreviation: Rockontrol Technology Group Co.Ltd(688051) Announcement No.: 2022022
Rockontrol Technology Group Co.Ltd(688051)
On Amending the articles of association, the rules of procedure of the general meeting of shareholders and the proceedings of the board of directors
Announcement of rules and rules of procedure of the board of supervisors
The board of directors and all directors of the company guarantee that there are no false records and misleading statements in the contents of this announcement
Or major omissions, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Rockontrol Technology Group Co.Ltd(688051) (hereinafter referred to as "the company") entered into force on April 29, 2022
The 30th meeting of the second board of directors and the 19th meeting of the second board of supervisors were held on August, which were deliberated and adopted
Proposal on Amending the articles of association, proposal on Amending the rules of procedure of the general meeting of shareholders, proposal on
Proposal on Amending the rules of procedure of the board of directors of the company
The above proposal needs to be submitted to the general meeting of shareholders of the company for deliberation, and the board of directors also requests the general meeting of shareholders to authorize the management of the company to do so
Handle subsequent industrial and commercial changes, articles of association filing and other related matters. The relevant information is hereby announced as follows:
1、 The articles of association are amended as follows:
Before and after Clause amendment
According to the needs of operation and development, in accordance with the law and the company's needs of operation and development, and in accordance with the provisions of laws and regulations, the company may increase its capital in the following ways by adopting the provisions of laws and regulations and the resolutions of the general meeting of shareholders respectively:
(I) public offering of shares; (I) public offering of shares;
(II) non public offering of shares; (II) non public offering of shares;
Article 22 (III) distribute bonus shares to existing shareholders; (III) distribute bonus shares to existing shareholders;
(IV) increase the share capital with the accumulation fund; (IV) increase the share capital with the accumulation fund;
(V) other methods approved by laws and administrative regulations, China Securities (V) laws and administrative regulations and China Securities Regulatory Commission (hereinafter referred to as "CSRC") and Securities Regulatory Commission (hereinafter referred to as "other methods approved by CSRC").
Article 25 when purchasing the shares of the company, the company can choose the following companies to purchase the shares of the company through public
One of the methods: centralized trading, or laws, administrative regulations and (I) centralized bidding trading in stock exchanges; Other methods approved by the CSRC.
(II) method of offer; The company shall adopt other methods as required by laws, administrative regulations and items (III), (V) and (VI) approved by the CSRC in paragraph 1 (III) of Article 24 of the articles of association. The acquisition of the company's shares shall be conducted through the public company's centralized transaction in accordance with paragraph 1 (III) of Article 24 of the articles of association.
Acquisition under the circumstances specified in item, item (V) and item (VI)
The shares of the company shall be traded through public centralized trading
that 's ok.
Where the company acquires its shares due to the circumstances specified in Item (I) and (II) of paragraph 1 of Article 24 of the articles of association and the company acquires its shares due to the circumstances specified in Item (I) and (II) of paragraph 1 of Article 24 of the articles of association,
It shall be decided by the general meeting of shareholders; If the company shares because of Article 24 of the articles of association, it shall be resolved by the general meeting of shareholders; The company is due to item (III) of paragraph 1 of Article 24, item (III), item (V) and item (VI) of paragraph 1 of Article 24 of the articles of association
Article 26
Under the circumstances specified in items (V) and (VI), where the company's shares are purchased under the circumstances specified in the purchase item, two-thirds of the shares shall be purchased
The resolutions of the board meeting attended by the above directors are adopted. The shares of the company may be decided at the meeting of the board of directors attended by more than two-thirds of the directors in accordance with the provisions of the articles of association or the authorization of the general meeting of shareholders.
The following external guarantees of the company shall be reviewed by the general meeting of shareholders, and the following external guarantees of the company shall be reviewed and approved by the general meeting of shareholders:
(I) the external guarantee of the company and its holding subsidiaries (I) the total guarantee of the company and its holding subsidiaries exceeds the total external guarantee of the company's latest audited net assets, and exceeds any guarantee provided by the company after 50% of the latest audited net assets; Any guarantee provided after 50% of the net assets;
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Article 42 (VI) the guarantee amount shall be accumulated for 12 consecutive months. (VI) the guarantee amount of the company shall exceed the guarantee amount of the company within one year according to the calculation principle of accumulating the guarantee amount for 12 consecutive months and exceeding 30% of the company's latest audited total assets; Guarantee of 30% of the latest audited total assets of the company;
(VII) the stock exchange or other liabilities specified in the articles of Association (VII) the CSRC, the stock exchange or this insurance.
Other guarantees stipulated in the articles of association.
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Where the company provides guarantee for the controlling shareholder, actual controller and their related parties, and the company provides guarantee for the controlling shareholder, actual controller and their related parties, and the controlling shareholder, actual controller and their related parties provide guarantee, the controlling shareholder and actual controller shall provide counter guarantee. And its related parties shall provide counter guarantee.
If the board of directors or the general meeting of shareholders violates the approval authority and deliberation procedures for external guarantees, the relevant directors and shareholders who violate the approval authority and deliberation procedures shall bear joint and several liabilities. In case of providing guarantee in violation of the approval authority and review procedures, the company has the right to determine the responsibility of the parties according to the loss, risk and seriousness of the circumstances.
The place where the company holds the general meeting of shareholders is: the company's domicile
Or other places specified in the notice of the general meeting of shareholders.
The general meeting of shareholders will be held in the form of on-site meeting
Open. The company can also provide network or securities regulatory approval
Or other means required by the company to provide support for shareholders to attend the general meeting of shareholders
Convenience. If a shareholder attends the general meeting of shareholders in the above ways, the place where the company holds the general meeting of shareholders shall be deemed as: the company is present. If the company holds a shareholders' meeting in the place of domicile or other places specified in the notice of shareholders' meeting and votes online, click.
A safe, economic and convenient general meeting of shareholders shall be provided for shareholders. The general meeting of shareholders will be held in the form of on-site meeting online voting system through the online voting system of the general meeting of shareholders. The company will also provide online voting as Article 45
The verified investors can confirm their legal and effective shareholders to facilitate their participation in the general meeting of shareholders. Shareholders have legal and effective voting rights through the above identity. If the company attends the general meeting of shareholders in the form of shareholders' meeting, it shall be deemed to be present.
The meeting adopts other parties approved or required by the securities regulatory authority
In case of formal voting, the shareholders shall be confirmed in accordance with relevant business rules
Copies.
The general meeting of shareholders of the company reviews laws, administrative regulations and departments
Regulations and relevant regulations of regulatory authorities require online voting
When voting on matters in the form of, the approval of the regulatory authority shall be provided
Voting can be carried out through the Internet voting system.
Directors shall be elected or replaced by the general meeting of shareholders for a term of three years. The directors shall be elected or replaced by the general meeting of shareholders, and may be re elected and reappointed after the expiration of their term of office. A director shall be removed from his post by the shareholders' meeting before the expiration of his term of office. Article 96 before the board of directors, the general meeting of shareholders shall not remove him without reason. The term of office is three years and can be re elected upon expiration of the term of office.
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The company does not have a staff representative as a director. The company does not have a staff representative as a director.
The directors shall abide by the laws, administrative regulations and this chapter. The directors shall abide by the laws, administrative regulations and these articles of association, and have the following Loyalty Obligations to the company:
They shall have the following obligations of loyalty to the company: (I) they shall not take advantage of their power to accept bribes or (I) they shall not take advantage of their power to accept bribes or other illegal income, and shall not misappropriate the company's property;
Illegal income shall not encroach on the property of the company
...... (VIII) it is not allowed to disclose the company's secrets without authorization, and (VIII) it is not allowed to disclose the company's secrets without authorization; Trade secrets shall not disclose major information that has not been disclosed, (IX) shall not use its affiliated relationship to damage the company's profits, use insider information to obtain illegal interests and post employment interests; Perform the non competition obligations agreed with the company;
Article 97 (x) laws, administrative regulations, departmental rules and regulations
