Meeting data of the first extraordinary general meeting of shareholders in 2022 January 2022
Tianjin
Motion 1
Proposal on Amending the articles of Association
(No. g22-l1-1)
Dear shareholders
In accordance with relevant laws and regulations, Hna Technology Co.Ltd(600751) (hereinafter referred to as “the company”) and the needs of business development, in order to further strengthen corporate governance, it is decided to amend the relevant contents of the articles of association as follows:
Original content revised content
Article 3 the company shall establish the CPC Hna Technology Co.Ltd(600751) Committee, the CPC Hna Technology Co.Ltd(600751) Committee (hereinafter referred to as the “company Party committee”), the party working mechanism (hereinafter referred to as the “company Party committee”) and the CPC HNA science and technology organization in accordance with the provisions of the articles of association of the Communist Party of China, Party affairs staff shall be allocated······ The Discipline Inspection Committee of Technology Co., Ltd. (hereinafter referred to as “the company’s Discipline Inspection Committee”) shall establish the party’s working organization and be equipped with party affairs staff······
Article 6 the registered address of the company is Tianjin Free Trade Zone, China Article 6 the registered address of the company is 803 Huaying building, Central Avenue, Tianjin pilot free trade zone (Airport Economic Zone), China, and 803 Huaying building, Central Avenue, pilot zone (Airport Economic Zone), China, The office address of the company is Nanjing Road, Heping District, Tianjin, China. The office address of the company is room 2801, Tianjin central office building, No. 219, Chongqing Road, Heping District, Tianjin, China. 143.
Chapter III Party Organizations
Article 15 the Party committee of the company shall set up one party secretary, one or two deputy party secretaries, and several other party committee members. A new chapter shall be added after the original article 14. The Secretary of the Party committee is the person in charge of party affairs, who determines a serial number of the follow-up provisions of the Party committee, which shall be postponed accordingly. The Deputy Secretary shall assist the Secretary of the Party committee in focusing on Party construction. Qualified party committee members can enter the board of directors, the board of supervisors and the management through legal procedures. Qualified party members among the members of the board of directors, the board of supervisors and the management can follow relevant regulations and procedures
Enter the Party committee in order.
Article 16 the Party committee of the company shall perform its duties in accordance with the party constitution and other party laws and regulations. include:
(I) ensure and supervise the implementation of Party and national policies in the company, implement major strategic decisions of the Party Central Committee and the State Council and relevant important work arrangements of superior party organizations.
(II) implement the general requirements of Party building in the new era, comprehensively lead the company’s party building, comprehensively promote the company’s party’s political construction, ideological construction, organization construction, style construction and discipline construction, penetrate the system construction, deeply promote the anti-corruption struggle and continuously improve the quality of Party building. Practically strengthen the party building of the company and its subsidiaries.
(III) strengthen the leadership and control over the selection and employment work, adhere to the principle of the party managing cadres, and combine the selection of managers by the board of directors according to law and the use of human rights by managers according to law.
(IV) discuss and decide on the company’s reform, development and stability, major operation and management matters and major issues involving the vital interests of employees in accordance with regulations, and put forward opinions and suggestions. Support the general meeting of shareholders, the board of directors, the board of supervisors and the special committee of the board of directors to perform their duties according to law; Support the work of the staff congress. (V) assume the main responsibility of comprehensively and strictly administering the party. Lead the company’s ideological and political work, United Front work, spiritual civilization construction, enterprise culture construction, trade union, Communist Youth League and other group work. Lead the construction of Party style and clean government, and support the Commission for Discipline Inspection to earnestly fulfill its supervision responsibilities.
(VI) strengthen the construction of grass-roots party organizations and Party members, give full play to the fighting fortress role of Party branches and the vanguard and exemplary role of Party members, and unite and lead cadres and workers to actively participate in the reform and development of the company.
(VII) other relevant important matters within the responsibility scope of the Party committee.
The Party committee supports the board of directors, the board of supervisors and senior managers to exercise their functions and powers according to law, improve decision-making rules and procedures, promote scientific decision-making, supervise the effective implementation of decision-making matters, and ensure the effective operation of the corporate governance structure of the company, Realize the promotion of the company’s value.
Article 25 under the following circumstances, the company may purchase the shares of the company in accordance with the provisions of laws, administrative regulations, departmental rules and the articles of association in accordance with the provisions of laws, administrative regulations, departmental rules and the articles of association:
(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) award shares to the employees of the company; (III) use the shares for the employee stock ownership plan or (IV) shareholders’ incentive to the general meeting of shareholders; (IV) the shareholders disagree with the division resolution and require the company to acquire its shares (IV) the company’s joint venture decision made by the shareholders’ meeting.
In addition, the company disagrees with the division resolution and requires the company to purchase its shares. Except for the above circumstances, the company shall not buy or sell its shares;
Activities of shares. (V) converting shares into convertible corporate bonds issued by listed companies;
(VI) necessary for the company to safeguard the company’s value and shareholders’ rights and interests.
Except for the above circumstances, the company shall not acquire the shares of the company.
In accordance with relevant laws and regulations and the articles of association, the proposer who enjoys the proposal right of the board of directors and the general meeting of shareholders may propose to buy back shares to the board of directors of the company. The proposer’s proposal shall be clear and specific, conform to the actual situation of the company, be reasonable and feasible, and comply with relevant laws, regulations and relevant provisions of securities regulatory authorities.
If the proposer intends to propose the company to repurchase shares under the circumstances specified in Item (VI) of paragraph 1 of this article, it shall submit it to the board of directors of the company within 10 trading days from the date of occurrence of relevant facts in line with relevant provisions.
Article 26 the company may purchase the shares of the company. Article 28 the company may choose one of the following ways to purchase the shares of the company: choose one of the following ways:
(I) centralized bidding trading mode of stock exchange; (I) centralized bidding trading mode of stock exchange; (II) method of offer; (II) method of offer;
(III) other methods approved by the CSRC. (III) other methods approved by the CSRC.
Where the company purchases its own shares under the circumstances specified in Item (III), (V) and (VI) of paragraph 1 of Article 27, it shall be conducted through public centralized trading.
Article 27 in accordance with Article 25 and Article 29 of the articles of association, if the company purchases its shares for the reasons specified in Article 27 of the articles of association, it shall be subject to the circumstances specified in items (I) and (II) of paragraph 1 of the general meeting of shareholders. Where a company purchases its own shares in accordance with the provisions of the preceding paragraph, a resolution of the general meeting of shareholders shall be adopted; After the acquisition, if it falls under the circumstances of item (I), it shall be cancelled within 10 days from the date of acquisition due to items (III) and (III) of paragraph 1 of Article 27 of the articles of Association; Under the circumstances specified in items (II), (V) and (VI), the acquisition of the company’s shares in Item (IV) shall be transferred or cancelled within 6 months by the presence of more than two-thirds of the directors. Resolutions of the board meeting.
In accordance with item (III) of Article 25 of the articles of association, the shares of the company purchased by the company in accordance with paragraph 1 of Article 27 of the articles of association will not exceed 5% of the total issued shares in case of item (I) after the company has purchased the shares of the company; The funds used for acquisition shall be written off within 10 days from the date of acquisition; Expenses from the after tax profits of (II) Company; The shares purchased shall be transferred within six months and to the employees within one year in case of items (IV) and (IV). Or cancellation; In the case of items (III), (V) and (VI), the total number of shares held by the company shall not exceed 10% of the total issued shares of the company, and shall be transferred or cancelled within three years.
Article 31 directors, supervisors and senior managers of the company Article 33 directors, supervisors, senior managers and shareholders holding more than 5% of the company’s shares shall sell their management personnel and shareholders holding more than 5% of the company’s shares within 6 months after purchase, Or the seller buys the company’s shares within 6 months after the purchase, and the proceeds are returned, or the seller buys the company’s shares within 6 months after the sale, and the company
