Amendment to the articles of Association
Midea Group Co.Ltd(000333) (hereinafter referred to as “the company”) convened the 7th Meeting of the 4th board of directors on April 28, 2022 and deliberated and adopted the amendment to the articles of Association (April 2022).
According to the requirements of the newly revised guidelines for the articles of association of listed companies and other laws and regulations, and in combination with the needs of the company’s business development, the company plans to modify the relevant provisions of the articles of association, as follows:
Description of amendment to the original articles of association after amendment
Article 6 according to the actual situation of the company, the registered capital of the company is RMB and the registered capital of the company is RMB
6981308571 yuan. 6997053441 yuan.
Article 20 Article 20 according to the actual situation of the company, the total number of shares of the company is 6981308571, and the total number of shares of the company is 6997053441, which is revised
All are ordinary shares in RMB. All are ordinary shares in RMB.
Article 41 Article 41 review the equity incentive plan in accordance with the guidelines for the articles of association of listed companies (revised in 2022) (XV) review the equity incentive plan and revise it accordingly
Employee stock ownership plan
Article 78 according to the guidelines for the articles of association of listed companies (revised in 2022) (II) the division, merger and dissolution of the company, (II) the division, division, merger and liquidation of the company or the corresponding amendment, liquidation or change of the company form, the company shall make a decision on dissolution, liquidation or change of the company form
Discussion; Issue resolutions;
Article 79 Article 79 according to the guidelines for the articles of association of listed companies (revised in 2022), the shares of the company held by the company have not been voted and revised accordingly
And this part of the shares is not included in the total number of shares of the company held by the company attending the general meeting without voting rights. And this part of the shares is not included in the attending shares
The total number of voting shares of the general assembly. thigh
Dongdong’s purchase of voting shares of the company violates
Paragraph 1 of Article 63 of the securities law
Where the provisions of the second paragraph apply, the proportion shall exceed the prescribed proportion
Part of the shares in the 36 months after purchase
The voting right shall not be exercised during the month and shall not be included in the
Total number of shares with voting rights attending the general meeting of shareholders
Count.
Article 79 Article 79 in accordance with the guidelines for the articles of association of listed companies (revised in 2022), the board of directors, independent directors and the board of directors holding more than 1%, independent directors and the board of directors holding more than 1% shall be revised accordingly
A shareholder with voting shares may, as a shareholder who collects voting shares or in accordance with the law, request a securities company, a securities law, administrative regulations or a securities service institution of the CSRC to publicly establish an investor protection institution in accordance with the provisions of the listed company. A shareholder may entrust him to attend the shareholders’ meeting on his behalf as a collector, or entrust the Securities Commission to exercise the proposal right and voting right on his behalf Securities service institutions, public requests and other shareholders’ rights. Where the shareholders of a listed company entrust them to attend the shareholders’ rights on their behalf in accordance with the provisions of the preceding paragraph, the solicitors shall disclose the shareholders’ meeting and exercise the proposal rights and collection documents on their behalf, and the company shall cooperate. Shareholders’ rights such as the right to levy and decide. In accordance with the provisions of the preceding paragraph, if the collection of shareholders’ voting rights should fully collect shareholders’ rights from the person to be collected, the collector shall disclose the specific voting intention and other information. The company shall cooperate with the disclosure of solicitation documents. To stop collecting shareholders’ voting rights with paid or changed hands, shareholders’ voting rights shall be collected from the person to be collected. The company shall not fully disclose the specific voting intention and other information. The minimum shareholding ratio is proposed for the solicitation of voting rights, and it is prohibited to pay or change the paid palm
Restrictions. To solicit shareholders’ voting rights. Except statutory
The company shall not solicit voting rights for the company unless otherwise specified
Propose the minimum shareholding ratio limit.
Article 89 Article 89 according to the articles of association of listed companies, before the general meeting of shareholders votes on the proposal, the general meeting of shareholders shall vote on the proposal, and it shall be guided (revised in 2022) that when two shareholders’ representatives are elected to participate in the counting of votes and when two shareholders’ representatives are elected to participate in the counting of votes and the corresponding revision and supervision of votes.
The matters to be deliberated are related to the interests of shareholders. If the matters under consideration are related to shareholders, relevant shareholders and agents shall not participate, and relevant shareholders and agents shall not participate
Counting and scrutinizing votes. Counting and scrutinizing votes.
Article 97 Article 97 according to the guidelines for the articles of association of listed companies (revised in 2022) (VI), Article 97 was punished by the securities market by the CSRC (VI) and amended accordingly by the securities market adopted by the CSRC
The penalty of banning entry to the site is not expired; Measures to prohibit entry into the site, and the time limit is not expired;
Article 106 Article 106 proposes to convene the board of directors in accordance with the guidelines for the articles of association of listed companies (revised in 2022) (IV); (IV) solicit the opinions of minority shareholders and propose corresponding amendments
(V) independently employ external audit institutions and issue profit distribution proposals, and directly submit them to the directors
Advisory bodies; Deliberation of the board of directors;
(VI) publicly propose to (V) convene the board of directors before the general meeting of shareholders;
Shareholders solicit voting rights. (VI) make a public announcement to shareholders before the general meeting of shareholders
When exercising the above functions and powers, independent directors shall obtain the voting rights of shareholders; More than half of all independent directors are the same as (VII) independently employing external audit institutions and
Meaning. Advisory body.
Independent directors exercise the above items (1) to (2)
（6） This power shall be obtained from all independent directors
More than half of the agreed; Before exercise
The functions and powers in Item (7) of paragraph shall be independently approved by all
The directors agree. Independent directors employ intermediaries
Expenses of the organization and other expenses required for the exercise of its functions and powers
The expenses incurred by the listed company shall be borne by the listed company.
Items (I) and (II) above shall be handled by the second party
Only after more than one-half of the independent directors agree
It can be submitted to the board of directors for discussion.
Article 106 Article 106 in accordance with the guidelines on the performance of duties of independent directors of listed companies (2020 independent directors shall give independent opinions on the major events of the following listed companies and the major independent directors shall revise the major events of the following listed companies in the next year):
(I) nomination, appointment and removal of directors; (I) nomination, appointment and removal of directors;
(II) appointing and dismissing senior managers; (II) appointing and dismissing senior managers; (III) salary of directors and senior managers (III) salary of directors and senior managers
Remuneration; Remuneration;
(IV) the company is profitable in the current year, but the annual directors (IV) employ and dismiss the accounting firm; The meeting did not propose the profit share including cash dividends (V) the original profit share other than the change of accounting standards
Allocation plan; Due to changes in accounting policies and accounting estimates
(V) related party transactions that need to be disclosed, corrections to or major accounting errors; External guarantee (excluding the financial and accounting reports of the company within the scope of (VI) consolidated statements)
The provision Department of the subsidiary is controlled by the non-standard issued by the accounting firm
Guarantee), entrusted financial management and provision of unqualified audit opinions on financial standards; Financial assistance, change of purpose of raised funds and evaluation report on internal control of shares (VII);
Bill and its derivatives (Ⅷ) scheme for the change of commitment of relevant parties;
Major matters such as investment; (IX) the issuance of preferred shares is beneficial to all kinds of shares of the company
(VI) the impact of major asset restructuring plans and equity interests;
Incentive plan; (x) formulation of the company’s cash dividend policy
(VII) the independent directors believe that it may damage the adjustment, decision-making procedures, implementation and credit
Matters concerning the legitimate rights and interests of minority shareholders; Whether the interest disclosure and profit distribution policy
(VIII) relevant laws, administrative regulations and ministries damage the legitimate rights and interests of small and medium-sized investors; 11. Documents required by the merger (articles of association) to be submitted to the board of directors for deliberation and regulation of related party transactions
Other matters. (except for guarantees provided by subsidiaries within the scope of the table)
Entrusted financial management, providing financial assistance and raising funds
Matters related to the use of funds and the independent change of the company
More accounting policies, stocks and their derivatives
Major matters such as investment;
（12） Major asset restructuring plan and management
MBO, equity incentive plan, employee
Shareholding plan, share repurchase plan, listing
Debt repayment scheme of related parties of the company;
（13） The company intends to decide that its shares will no longer
